Across the
Pages
Corporate overview
Powered by Vision. Driven by Values.
Scripting a Visionary Journey through Inclusive Values
Celebrating Values through Significant Milestones
Delivering Value through Quality and Efficiency
Leading the Way with Value-Driven Products
Partnering Success through Collaborative Vision
Creating Value with Unyielding Strength
Powering Success with Value-Driven Partnerships
Augmenting Value with Robust Financials
Letter from the Chairman
Vice Chairman’s Communique
From the MD’s Desk
Group CFO’s Message
Board of Directors & Management Team
Nurturing to Achieve a Shared Vision
Mitigating Risks through Strategic Endeavours
Growing Sustainably with Strong Fundamentals
Shaping Sustainable Future with Responsible Fashion
Awards and Recognitions
Corporate Information
Statutory reportS
Management Discussion and Analysis
Notice
Director's Report
Corporate Governance Report
1
2
4
6
8
10
11
12
14
16
18
20
22
24
26
28
30
32
35
36
37
58
74
99
For more investor-related information,
please visit https://www.pearlglobal.com/
or, simply scan to view the online version of
the report
Business Responsibility and Sustainability Report
123
Investor InformatIon
FinanCial StatementS
Standalone
Consolidated
163
245
Market Cap
CIN
Bse code
NSE Symbol
Bloomberg code
Dividend Declared
AGM Date
AGM Mode
₹ 1,394.50 Crores
(as on June 30, 2023)
L74899DL1989PLC036849
532808
PGIL
PGIL:IN
Interim
July 31, 2023
Video conferencing
Disclaimer : This document contains statements about expected future events and financials of Pearl Global Industries Limited (‘the Company’), which are
forward-looking. By their nature, forward-looking statements require the company to make assumptions and are subject to inherent risks and uncertainties.
There is a significant risk that the assumptions, predictions, and other forward-looking statements may not prove to be accurate. Readers are cautioned not
to place undue reliance on forward-looking statements as several factors could cause assumptions, actual future results and events to differ materially from
those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions,
qualifications and risk factors referred to in the Management Discussion and Analysis section of this Annual Report.
Pearl Global embodies the essence of innovation, progress,
and commitment towards transforming the way fashion is
created across the globe. our remarkable ability to make
adept decisions sets us apart in the industry. We firmly
believe in the power of sustainable fashion, and it serves as
the foundation of our successful journey, built upon years
of experience in collaborating with the best brands. our
vision acts as a guiding star, directing our every endeavour.
It empowers us to make informed decisions that resonate
with the evolving needs of our valued stakeholders.
We transform our vision into a force of purposeful action as we fuel our journey
through unshaken values, deeply embedded in the fabric of our organisation. our
values shape every aspect of our work and influence our interactions. They drive us
in conducting our business ethically, upholding the highest standards of integrity,
and fostering a culture of inclusivity, respect and collaboration. our values form the
bedrock, ensuring that every endeavour is rooted in a profound commitment to social
responsibility and sustainable practices. They are the force that empowers us to fulfill
our vision. As we harness our systemic synergy to chart our journey ahead, we proudly
declare that we are Powered by Vision. Driven by Values.
Key Highlights of 2022-23
8
23
80
countries, Global
Presence
Manufacturing
Units, Globally
Million Units
capacity, Annually
32,000
75
Workforce
(24,000 Direct and 8,000 Indirect)
Designers, Globally
SCRIPTING
A VISIoNARy JoURNEy
through InclusIve values
Pearl Global Industries Limited (‘Pearl Global’ or ‘Our Company’ or ‘We’),
incorporated in 1987 under the vision of Mr. Deepak Kumar Seth, has evolved
into a global apparel multinational company, extending comprehensive supply
chain solutions to international brands. We specialise in elevating everyday
experiences with our range of stylish and trendy apparel. Our commitment
towards sustainable practices is deeply ingrained in our core values as we strive to develop
apparel that cater to all age groups, genders, and fashion sensibilities.
Our Company is built on the belief that fashion should be both innovative and sustainable, ensuring that every garment
accentuates our commitment to environmental responsibility. The founding principle of Pearl Global is to provide end-to-
end supply chain solutions to the fashion industry on a global scale. We continue to aspire to achieve this by empowering
individuals, while safeguarding the environment, thereby paving the way for a thriving circular economy that benefits all
stakeholders.
Our EthOs
our vision
To be the global leader providing end-to-end supply
chain solutions to the fashion industry
our mission
To continuously exceed customer and
shareholder expectations by strategically driving
sustainability, technological advancement, and
innovative solutions, delivered with the best
talent in the industry
our goal
To innovate the way fashion is created
across the globe
2
pearl global industries limited What WE DO
factual insights
customised solutions
At Pearl Global, our Design team is committed to
staying ahead of the curve by keeping a watchful
eye on emerging trends. this enables us to
present innovative and distinctive ideas that set
us apart from the competition. By integrating
our vision, we consistently deliver innovative
solutions that push boundaries and exceed
expectations.
At Pearl Global, we prioritise the needs of our
clients and develop tailored solutions to meet
their specific requirements. our comprehensive
approach to design and manufacturing involves
a meticulous planning process, aimed at bringing
each unique idea to life, from conceptualisation
to the final delivery in store. our steadfast
commitment to our core values drives us to
deliver exceptional results, while maintaining
integrity, transparency, and a strong focus on
customer satisfaction.
reliable infrastructure
skilled team
our state-of-the-art machinery is highly scalable,
as we leverage our cutting-edge technologies,
including solar power generation, water
conservation and recycling treatment, as well
as boilers, washing and drying facilities, and
fabric development. this helps us to achieve our
sustainability goals, while also ensuring that our
products meet the highest quality standards, thus
generating value for our stakeholders.
At Pearl Global, we take pride in our highly skilled
and trained team, which is well-equipped to
handle bulk production with ease. our employees
are dedicated to deliver exceptional results and
work tirelessly towards achieving our goal of
meeting and exceeding client expectations, thus
enabling us to consistently provide exceptional
products and services to our valued clients.
Performance Management
timely deliveries
We adopt a strategic approach to our operations,
consistently planning, executing, and monitoring
our processes to remain focussed on our
goals. our performance management system
is designed to ensure thoroughness and pre-
emptively address any issues that may arise.
At Pearl Global, timely deliveries are a hallmark
of our success. our operations are designed
to function like a well-oiled machine, catering
to the unique needs of each client seamlessly.
From concept to delivery, we have a firm grip on
every aspect of the process, thanks to our robust
process management system.
KEy Pillars Of succEss
Multi-NatioNal
PreseNce
Multi-Product
offeriNg
stroNg
desigN
Presence across
8 countries
one-stop shop for
multi-product
solutions
Network of over
75 designers
across 8 locations
oPeratioNal
excelleNce
Delivering quality
products timely
through systematic
processes
sustaiNable
care
strong commitment
to sustainability and
sustainable goals
3
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements CELEbRATING VALUES
through sIgnIfIcant
mIlestones
2004
built import and
distribution in usa
and the uK
commencement of
Norp 1 operations,
in bangladesh
2002
started operations in
indonesia
1998
established presence
in Hong Kong
1987
commenced
commercial operations
4
pearl global industries limited 2007
listed at Nse and bse
2011
expanded
bangladesh
operations with
Norp 2
2014
started
operations, in
bangalore
2016
started
operations
of Pearl 1, in
chennai
2017
commenced
operations in
Vietnam
2020
commenced
Prudent
operations, in
bangladesh
2023
capacity expansion
by building a new
facility on owned
land in indonesia
2022
acquired alpha unit in
bangladesh
2021
inaugurated our
corporate office of PT
Pinnacle apparels in
indonesia
acquisition of land
expansion of Pt
Pinnacle apparels
operations in
indonesia
5
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAncil stAtements DELIVERING VALUE
through QualIty anD
effIcIency
At Pearl Global, our processes are at the heart of our core values, reflecting our commitment
to achieving operational excellence and meeting our goals and expectations. We embrace the
ever-evolving world of fashion with a strong emphasis on teamwork, trust, and a steadfast
focus on systems. By staying ahead of the curve, we continuously adapt to emerging trends,
ensuring that we create substantial value for our stakeholders.
In sync with our vision, we are committed to driving innovation and sustainability in the industry. As a leading apparel
manufacturer, we strive for scalable expansion. We ensure that our factories are equipped with the necessary resources to
carry out various activities, including knitting, washing, and drying fabric, obtained from strategic locations. Our product mix
has helped improve our sales and bottom line significantly.
GlObal PrEsEncE acrOss 8 cOuntriEs
6
7
8
2
1
5
3
4
1
5
India (Gurugram, Chennai, bangalore)
hong-Kong
6
U.S.A (New york)
2
7
Bangladesh
U.K.
3
8
Vietnam
4
Indonesia
spain
this map is a generalised illustration only for the ease of the reader to understand the locations, and it is not intended to be used for reference purposes. the representation of political
boundaries and the names of geographical features/states do not necessarily reflect the actual position. The Company or any of its directors, officers or employees, cannot be held
responsible for any misuse or misinterpretation of any information or design thereof. the company does not warrant or represent any kind of connection to its accuracy or completeness.
6
pearl global industries limited no. of unI ts
In-house
PartnershIP
caPacIty
utIlIsatIon%
(BlenDeD ) fy
2022-23
annual
caPacIty In
PIeces
sPecI alIsatIon
iNdia
7
baNgladesH
4
VietNaM
1
iNdoNesia
2
-
5
4
-
88
63
41
24.6 Million pieces
p.a
Woven and Knit products, including
women’s fashion wear, men’s wear and
kid’s wear. Our Southern factories make
women’s tops and dresses.
45 Million pieces
p.a
Woven and knitted tops and bottoms for
men, women, and kids.
6.5 Million pieces
p.a
Multiple products, including outerwear and
jackets with down jackets, woollen jackets
& coats, seam-sealed jackets, puffers,
parka’s, blazers, anoraks, swim trunks and
synthetic bottoms.
42
4 Million pieces p.a.
Women’s professional wear, performance
wear, activewear, woven tops & dresses,
sleepwear, and loungewear.
Note: No. of units and annual capacity includes own manufacturing and partnership
7
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements LEADING
ThE WAy WITh
value-DrIven Pro Ducts
Pearl Global has been a leader in the apparel manufacturing industry for decades, having
created top-notch apparel for global brands. We are committed to constantly refining our
craft, driven by a passion for excellence and integrity. Our expansive portfolio embraces a
diverse range of categories, catering to individuals of all ages, sizes, and genders. Through
our products we drive value creation for our stakeholders, resulting in exceptional quality and
customer satisfaction.
We are proud to use sustainable solutions in all our manufacturing processes, and our co-creation approach to design
ensures that every piece is unique and tailored to our clients’ needs. We take great pride in offering inclusive and accessible
options that celebrate the diversity and uniqueness of each person. We source our fabrics from the best supply chain around
the world to ensure that they meet our high international quality standards.
8
pearl global industries limited Our clOthinG
catEGOriEs
Knits
Wovens
Denim
Activewear
and Athleisure
outerwear
sleepwear
and Lounge
Children’s wear
Workwear
GEnDEr-WisE sPlit
gender
Wovens
Knits
Women
Tops, Shirts, Long Shirts,
Dresses, Sleepwears,
Hoodies, Leggings
Dresses, Tops, Skirts,
Sweaters, T-Shirts,
Joggers
Men
Shirts, Polo T-shirts,
Sleepwears, Pyjamas
T-Shirts, Hoodies
Boys
Shirts
T-Shirts, Two-piece Sets
Girls
Tops, Skirts, Dresses
T-Shirts, Skirts, Dresses,
Rompers, Tank Tops
Toddlers
Rompers
PrODuct-WisE sPlit
GEOGraPhical sPlit
44%
Woven
Knits
56%
hong Kong
Design Studio and Sales office
spain
the UK
Denim Jackets, and Denim bottoms, among
others
Jerseys, Wovens, Denims, outerwear,
Sleepwear, Loungewear, beachwear and
Children’s wear
New york
Market intelligence for Knits, Wovens,
Denim, outerwear, Activewear, Sleepwear/
Loungewear and Children’s wear category
9
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements PARTNERING SUCCESS
ThRoUGh collaBoratIve
vIsIon
With a strong and widespread industrial presence, Pearl Global
has earned a name as a trusted partner to some of the most
renowned companies on a global scale. Our ability to cater to
the ever-evolving requirements of our diverse clientele is a result
of our careful analysis of ongoing trends and our unwavering
commitment to delivering world-class products and services. Our
success lies in our collaborative approach, working closely with
our clients to understand their unique needs and preferences.
larGE-fOrmat
cliEnts
hiGh-fashiOn
sPEcialty rEtailErs
10
pearl global industries limited CREATING VALUE
wIth unyIelDIng strength
Pearl Global’s sustained growth and success can be attributed to our strengths, that
truly differentiate us from the competition. Our Company’s core lies in the amalgamation
of value and strength, empowering us to deliver exceptional results. The key factors,
imbibing strength include:
Multi-National Presence
our company has successfully expanded its reach to various regions worldwide, boasting a notable
presence with 23 manufacturing facilities situated in eight countries. There are about five big supply
chains which include Southeast Asia, South Asia, Mediterranean region, Europe and US. Most of our
customers and the big retailers, either in europe or in Us, source from all these channels or all these
locations. We are also supplying to central America and south Asia. our state-of-the-art facilities in
these regions play a crucial role in expediting our product delivery, significantly reducing the turnaround
time, and subsequently leading to increased wallet share of our customers.
robust design team
our company attaches paramount importance to market intelligence analyses, as we recognise their
significant impact on our operations and decision-making processes. our skilled design personnel
gather and assess data from both large and regional areas, providing valuable insights that are
effectively capitalised upon. by integrating advanced technology such as 3D CAD rendering, 3D optitex,
CLo, and browzwear, we create exceptional final products that meet the highest standards of quality
and style. This approach has contributed significantly to our success by enabling us to deliver top-notch
performance and expand our customer base.
shift towards asset-light Model
our Company’s transition to an asset-light business model has served as a catalyst for our expansion
into new regions and deeper penetration into existing markets. this approach has allowed us to excel
in our partnership model in overseas countries and drive growth in line with our vision. As a result, we
have significantly reduced our lead time and improved our return ratios, positioning us for continued
success in the future.
strong customer relationship
our company has forged enduring partnerships with several renowned big retail format stores,
including Kohl’s, Macy’s, Inditex, and PVh, among others. Additionally, we have formed collaborations
with specialised retail format stores such as bershka, Gap, and old Navy, among others. our strong and
longstanding relationships with these customers have enabled us to introduce new product categories
seamlessly to a ready number of customers easily. In addition to our existing partnerships, we have
successfully onboarded new and premium customers who have substantially contributed to revenue
generation, thus fuelling our growth.
11
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements PoWERING SUCCESS
WITh value-DrIven
PartnershIPs
Our Company’s partnership model provides us with significant synergies that help us maximise
value, optimise frameworks, and deliver high-quality output by leveraging our available capacity
and resources.
By working collaboratively with our partners, we develop strategies that leverage the collective expertise and strengths of
each party for better growth outcomes. this collaborative approach enables us to harness the collective strengths of each
partner, resulting in a more comprehensive and effective business strategy. our partnership model is working very well in
overseas countries.
12
pearl global industries limited Pearl Global’s Contribution
effective management of working capital investment is a critical aspect
of any company’s operations as it facilitates the management of short-
term financing and investment decisions. Pearl Global’s partnership model
enables our company to leverage its design and procurement capabilities,
in addition to capital investments, to drive operational efficiency. To ensure
compliance with industry norms and monitor production processes in
alignment with established guidelines, our company appoints a dedicated
industrial engineer. this role adds tremendous value and plays a pivotal part
in optimising production and enhancing supply chain performance.
Partnering Company’s Contribution
As Pearl Global continues to engage in collaborations with companies
worldwide, our partnering organisations prudently manage capex and labour
expenses in the local setup. Through this approach, Pearl Global enjoys the
benefits of an asset-light model, while still delivering the best of both worlds
to our esteemed customers.
synergies derived from
Partnership Model
Better return
ratios
Faster
turnaround
time
Asset-light
model
capacities in
proximity to supply
chain area
13
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements AUGMENTING
VALUE wIth roBust
fInancI als
At Pearl Global, we are committed to driving sustainable success through a strategic focus
on optimising resource allocation, maintaining a strong topline, and consistently delivering
significant output and results. Our robust financials demonstrate our ability to augment value,
while being powered through our strategic vision.
revenue
from operations
(` in Crores)
ebitda
(` in Crores)
.
5
7
5
7
1
,
.
1
5
8
6
1
,
.
9
0
9
4
1
,
.
5
3
1
7
2
,
.
4
8
5
1
3
.
1
8
8
.
9
6
6
.
9
0
6
.
6
0
4
1
.
5
5
5
2
2018-19
2019-20
2020-21
2021-22
2022-23
2018-19
2019-20
2020-21
2021-22
2022-23
ebitda Margin
(in %)
Pbt
(` in Crores)
0
5
.
0
4
.
1
4
.
2
5
.
1
8
.
.
9
2
8
.
2
1
3
.
4
1
1
.
8
5
8
.
8
5
7
1
2018-19
2019-20
2020-21
2021-22
2022-23
2018-19
2019-20
2020-21
2021-22
2022-23
14
pearl global industries limited Pat
(` in Crores)
revenue contribution
from Key clients
(in %)
.
1
7
6
.
7
1
2
.
5
7
1
.
1
0
7
3
5
1
9
5
7
1
5
2
2018-19
2019-20
2020-21
2021-22
2022-23
10+ years
5+ years
<5 years
geographical revenue split
(` in Crores)
2018-19
2019-20
2020-21
2021-22
2022-23
7
1
9
0
4
8
7
5
7
1
,
0
6
8
5
2
8
5
8
6
1
,
0
2
7
1
7
7
1
9
4
1
,
0
8
7
1
4
3
9
4
1
7
2
,
4
5
0
2
4
0
1
1
8
5
1
3
,
Rest of the
World
India
Total
Rest of the
World
India
Total
Rest of the
World
India
Total
Rest of the
World
India
Total
Rest of the
World
India
Total
No. of Pieces shipped
(in Million)
2018-19
2019-20
2020-21
2021-22
2022-23
.
7
3
1
.
8
2
2
1
1
.
4
3
.
.
6
3
1
.
6
7
1
2
1
.
7
3
.
.
8
0
1
.
0
8
1
8
1
.
1
2
.
.
7
9
1
.
6
7
2
5
4
.
1
2
.
.
9
9
1
.
9
6
2
7
2
.
4
1
.
i
a
d
n
I
h
s
e
d
a
g
n
a
B
l
m
a
n
t
e
V
i
i
a
s
e
n
o
d
n
I
i
a
d
n
I
h
s
e
d
a
g
n
a
B
l
m
a
n
t
e
V
i
i
a
s
e
n
o
d
n
I
i
a
d
n
I
h
s
e
d
a
g
n
a
B
l
m
a
n
t
e
V
i
i
a
s
e
n
o
d
n
I
i
a
d
n
I
h
s
e
d
a
g
n
a
B
l
m
a
n
t
e
V
i
i
a
s
e
n
o
d
n
I
i
a
d
n
I
h
s
e
d
a
g
n
a
B
l
m
a
n
t
e
V
i
i
a
s
e
n
o
d
n
I
15
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements LETTER
FRoM the chaIrman
our vision entails a transformative
journey. it aims to establish
our company as a paragon of
excellence, accountability, and
proactive engagement in the wider
community, driven by our core
values.
dear stakeholders,
We take great pride in the exceptional performance of our
global teams, who have displayed remarkable adaptability in
the face of numerous external challenges. Despite various
obstacles, they have successfully advanced our brand
elevation strategy while remaining committed to our purpose
and values. This dedication is a testament to the strength and
integrity of our team members, and it reinforces our collective
made significant strides in sustainable development, fostering
gender equality, and promoting inclusivity and diversity. As we
navigate the present landscape of substantial environmental
and societal challenges, we are committed to improve our
growth trajectory while simultaneously serving as an exemplar
of corporate responsibility and support.
Macroeconomic environment
determination to achieve long-term success while upholding
India has witnessed an extraordinary transformation in the last
the principles that define us as an organisation.
Pearl global experienced a remarkable year in 2022-23,
achieving milestones in both financial and non-financial
domains. Our outstanding financial achievements were
characterised by robust sales growth, substantial market share
and manufacturing expansion, a notable increase in shipped
decade, propelling it from the tenth-largest global economy
to a prominent player, currently holding the fifth position. The
projected growth estimate of 7.2% for FY 2022-23 surpasses
that of major economies and remains slightly above the
average growth rate experienced by the Indian economy in the
decade preceding the Covid-19 pandemic.
products, and record-breaking profitability. These exceptional
As India completed 75 years of independence and entered into
results empowered us to pursue our shareholder return policy
the 76th year, initiatives like ‘Amritkaal’ and ‘Saptarishis’ are
actively while ensuring a dynamic approach. Moreover, we
expected to help in narrowing economic disparities among the
16
pearl global industries limited populace of India, empowering individuals living in rural areas,
to sustainable practices and our commitment to positively
fostering technological agility within the nation, and decreasing
impacting the broader community while pursuing our growth
reliance on Governmental support. The Government’s
objectives.
unwavering attention towards inclusive development is
evident in its efforts to extend its reach to the farthest corners,
Vision of sustainable fashion
bolster infrastructure and investment, and unlock untapped
At Pearl Global, we firmly believe that being an active member
potential. Additionally, by promoting sustainable and green
of society carries a fundamental responsibility. We recognise
growth, harnessing the power of the youth, and strengthening
our role in shaping a sustainable future and are committed
the financial sector, these measures will act as catalysts in
to engaging in socially constructive endeavours. Our
propelling India towards a promising and prosperous future.
strategic approach is grounded on quantifiable goals aimed
In light of the prevailing geopolitical landscape, we remain
firm in our commitment to uphold the values that serve as a
constant source of inspiration for our designers. Our unique
heritage, characterised by its timeless modernity, continues
to guide our creative endeavours season after season. We are
at minimising the environmental impact of our Company’s
operations on climate, water, biodiversity, and natural
resources. Simultaneously, we strive to address some of the
most pressing social and environmental challenges the world
faces.
determined to showcase this heritage and our exceptional
our focus on empowering lives and making meaningful
manufacturing capabilities while maintaining a vigilant
approach that aligns with the current global context.
industry trends
contributions to our communities has been a defining aspect
of our identity. Even in the face of adversity, Pearl Global has
not only persevered but also made significant strides forward.
We remain dedicated to our mission of creating a positive
The fashion industry is one of the world’s most vital sectors,
impact, not just for our organisation but for the larger society
substantially pussing the global economy. It serves as a key
as well.
driver of economic growth and is recognised as one of the
principal industries that generate value for the world economy.
closing Note
Based on estimates, the Indian textile industry is expected to
I extend my heartfelt gratitude to the dedicated members of
witness outstanding growth, with the market size projected to
our Executive Committee and the exceptional teams within
expand from USD 99 Billion in 2021-22 to an estimated USD
our organisation for their passion and energy throughout the
190 Billion by 2025-26. This anticipated growth signifies the
past year. I am immensely grateful to my esteemed colleagues
substantial potential and promising prospects within the textile
on the Board for their steadfast commitment and invaluable
sector in India.
Various fundamental and long-term macro drivers and
opportunities shape the growth and transformation of the
guidance, especially as we navigated the challenges of a
predominantly virtual working environment while addressing a
demanding agenda.
industry. Our proactive approach has been instrumental in
On behalf of the entire Pearl Global family, I would also like
achieving exceptional growth, supported by high-quality
to express our sincere appreciation to our shareholders,
innovations and accurate cost control measures. We
customers, bankers, and all our business associates. Your
have made significant reinvestments in our strategies and
support has been instrumental in our success, and we value
capabilities to enhance our ambitions and drive improved
the trust and partnership we have built together to strive for
profitability.
excellence and achieve shared goals.
Simultaneously, we have prioritised investments in our social
and environmental commitments, aligning with our objective
of achieving responsible growth and creating shared value for
all stakeholders. These efforts demonstrate our dedication
Regards,
Deepak Kumar seth
chairman
17
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements VICE ChAIRMAN’S
communIQ ue
it gives me great pleasure to present the
2022-23 annual report of Pearl global
industries limited. our outstanding
performance during the year serves as
concrete evidence of our strong and
enduring competitive edge in the global
market. We have skilfully leveraged our
core strengths to achieve this sustained
growth primarily driven by incremental
orders from our existing customers and
improved realisations from recently
acquired customers.
dear stakeholders,
Amidst the challenging economic landscape marked by
inflationary pressures and macroeconomic hurdles on a
global scale, we are rapidly emerging as the preferred choice
within the ecosystem of our esteemed global clientele. This
can be attributed to our distinguished global competitive
advantage, which positions us on par with our global peers.
Our multinational presence, diverse product portfolio, robust
design team, strong parentage with a professional team, and
exceptional customer relationships collectively establish our
strong global standing, thus making us a preferred vendor
among our customers. With the adoption of the ‘China+1’
strategy, India’s increasing market share vis-à-vis competing
nations, and the high likelihood of India signing free trade
agreements (FTAs) with Europe and the UK, we maintain a
confident outlook on the continued growth and traction of
Indian exports in the medium to long term.
2022-23 Highlights
Our presence across the global textile value chains in Asia has
helped us effectively cater to our global clients, utilising our
global capacities and mitigating uncertainties by leveraging
our facilities in different markets. Setting our offices in different
countries has helped us meet both local and global fashion
expectations. Our integrated market intelligence provides
intel from major fashion markets to help us create the next
big trend. We are putting in all our efforts and are confident
of achieving 15% to 20% revenue CAGR over the next three to
four years.
Throughout our history, we have showcased our adeptness
in discerning promising projects and forging high-potential
partnerships. Our consistent success stems from strategic
acumen, judicious allocation of resources, and the provision
of tailored support, all complemented by our unparalleled
expertise. Our commitment to partnership-based expansion
stands as a formidable catalyst for the growth of our
Company, enabling Pearl Global to fulfil fashion aspirations
worldwide. Each partnership embarked upon signifies a
new chapter, a fresh value chain, and an acquisition of novel
expertise, propelling us towards even greater heights.
our primary objective is to reach higher levels of success
by surpassing previous revenue growth records, which will
positively impact our bottom line. This will be accomplished
through various means such as introducing new product
categories, strengthening our existing customer relationships
to increase their wallet share, attracting new customers, and
assembling a resilient, agile, and creative team dedicated to
realising Pearl Global’s vision. All our machines are highly
18
pearl global industries limited scalable in terms of performance and delivery. We have a
strong leadership team that defines goals and ensures that
they meet customers’ expectations smoothly. as Jim collins
correctly said, “building a visionary company requires 1%
vision and 99% alignment.”
Open communication with our employees is another factor
that has helped us develop mutual trust and understanding,
which helps align the workforce to the vision of the
organisation. Being a global organisation there is a lot of scope
for learning and growth. From working on new technologies to
innovating the existing processes, we constantly work towards
making a better workspace for each other. Our employees are
encouraged to take up new opportunities at various Group
locations to take their career to the next level. We organised a
3-day Leadership Conclave – A.I.M (A – Aligned. I – Implement.
M – Multiply.) at Dubai from April 25, 2023 to April 27, 2023.
The objective of the event was to foster a sense of alignment
among our esteemed team, propelling Pearl Global towards
unprecedented heights. We engaged in extensive discussions,
analysing the accomplishments and areas for improvement
during 2023-24. This dynamic and transformative gathering
catalyzed our collective vision and pushed us towards a future
of unparalleled accomplishments.
Recently, we won the Most Preferred Workplace 2022-23 by
Marksmen Daily in association with India Today and The Best
Organisation for Women 2022, powered by Femina. These
accolades serve as a testament to our ongoing commitment
to fostering a positive and inclusive work environment that
prioritises employee satisfaction, growth, and empowerment.
sustainable apparel for all
At Pearl Global, we believe in protecting the environment.
We want to create a circular economy by eliminating waste
and utilising resources optimally for the benefit of society.
We follow a framework that helps us anticipate and meet
environmental performance expectations. It not only ensures
regulatory compliance but also minimises environmental
risks and implements long-term environmental strategies. We
have also adopted the world’s leading processing standard
for textiles made from organic fibres. It defines high-level
environmental criteria along with the entire organic textiles
supply chain.
As a responsible apparel manufacturer, we continuously
strive to reduce our carbon footprint. This is evident by the
adoption of renewable energy sources in our operations.
We have undertaken several ongoing sustainable initiatives,
such as utilising eco-friendly fabrics with extended lifespans,
conducting environmental impact assessments, and
implementing solar power generation. By implementing these
measures, we aim to minimise our environmental impact,
promote the well-being of all stakeholders involved, and
actively contribute to a sustainable future for our industry.
going ahead
Some of our key new initiatives at different implementation
stages, such as exploring near shore manufacturing
opportunities in Central America and setting up new division
to build a licensing & branding division in North America, will
further propel our growth trajectory. Catering to individual
styles sustainably without compromising on quality while
keeping the planet & safety of people is at the core of
our operations. We look forward to achieving operational
excellence through a well-managed manufacturing process
that enables us to carry out bulk production. We will continue
to target growth in all our key operating countries where
we have strategic alignment with new clients. Undertaking
robust risk management, our knowledgeable leadership
team comprises experienced manufacturing and retail
sourcing professionals. Collectively, we aim to actively shape
the trajectory of our Company by implementing sound
strategies and best practices that effectively mitigate the
various risks associated with manufacturing and the apparel
manufacturing/supply chain.
As we embark on the next phase of our journey, we take
pride in the solid foundations we have established, poised to
accelerate our growth. our strategy is crystal clear, backed
by a shared vision, mission and a set of core values that
unite our teams in their pursuit of excellence. One of our
distinctive strengths lies in our Indian brand, which serves as a
unique identifier in the global market. We are fully committed
to harnessing this advantage to deliver growth. We aim to
foster an environment of creativity and sustainability amid the
dynamic fashion industry. By prioritising ethical practices and
embracing our social and environmental responsibilities, we
are dedicated to achieving growth that positively impacts our
stakeholders and the communities we operate in.
Note of thanks
I would like to express my sincere gratitude to our esteemed
shareholders and bankers for their belief in our Company’s
vision and principles. Their trust and support have been
instrumental in driving our continued success and expansion.
Furthermore, I extend heartfelt congratulations to our
dedicated staff members who exemplify enthusiasm,
commitment, and a strong desire for personal and professional
growth within our group of firms. Together, we will continue
pursuing our collective vision and achieving new milestones,
guided by our shared excellence.
With Regards
Pulkit seth
Vice-chairman
19
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements FRoM
the mD’s DesK
We are happy to have achieved
excellence in performance with a 81.8%
year-on-year increase in ebitda and
16.4% year-on-year increase in revenue.
This improved profitability is on account
of the consistent enhancements in
operations and operating leverage
playing out from the existing factories
and the greenfield factories in
bangladesh.
dear stakeholders,
While the business outlook continues to remain challenging
amidst higher interest costs and higher inflation rates, we
remain confident of sustaining a 15-20% CAGR over the
next 3-4 years. To navigate the challenges pertaining to the
uncertain business environment, we are setting a stringent risk
governance framework to hedge against sudden increases
in raw material prices and interest costs. This shall help us in
keeping our profitability intact.
The dynamic nature of the garment industry necessitates
presence, design team, gift towards the asset-light model and
strong customer relationships to achieve sustained growth.
This growth has been primarily fuelled by incremental orders
from our long-standing clientele, enhanced profitability, and
the acquisition of new customers within the past three to four
years who contribute to our value-added sales. . our presence
across the global textile chains - value chains in asia - has
helped us effectively cater to our global clients, utilising our
global capacities and mitigating uncertainties by leveraging
our facilities in different markets. despite the short-term
challenges posed by the global slowdown, we are confident
continuous adaptation. To maintain a competitive edge, it is
of achieving our vision on a long-term basis.
crucial to deliver precisely tailored products in a timely manner.
With fashion trends shifting each season, we have assembled
a proficient team of specialists tasked with spearheading
design and fostering innovation. Our strategically located team
of dedicated designers enables us to proactively explore new
raw materials, fabrics, silhouettes, styles, and other elements
that shape our creations.
We have skilfully leveraged our core strength of multilateral
We are pleased to share that we have successfully acquired
two to three new customers in India, a strategic move
expected to significantly contribute to the growth of our
order book in the years to come. We are actively capitalising
on government initiatives such as the PLI scheme and state
incentive schemes that encourage and incentivise domestic
manufacturing within India.
In Indonesia, we successfully expanded our operations by
20
pearl global industries limited constructing a new facility on the land acquired in 2021.
geographic mix of sales, overseas sales grew on the back of
With a significant capital expenditure of ₹ 29 Crore, this new
an increase in average realisation while domestic sales rose
facility replaces the old one and will provide a remarkable 35%
due to increased volumes and increase in average realisation.
increase in our total capacity within Indonesia. The enhanced
With the backdrop of global macro challenges, we are
facility empowers us to manage more complex processes,
focused on the geographical diversity in our customer base.
enabling the delivery of value-added products to our clients
This should help us maintain our overall business share and
and fostering improved per-piece realisation. This expanded
operational efficiencies.
capacity is anticipated to drive substantial revenue growth for
Indonesia in 2024-25.
In Bangladesh, our newly established factory delivered positive
results within its first year of commercial operations, yielding a
We have also recently established an office in Spain,
healthy ROCE and generating a steady cash flow. Furthermore,
strategically positioning ourselves closer to the European
the Alpha acquisition we made earlier this year is now fully
textile value chain. This not only enables us to forge new
integrated and has proven valuable, further bolstering our
partnerships and acquire new customers within the region
Company’s overall strength.
but also strengthens our collaboration with existing clients.
The proximity to our operations and design offices in Spain
fosters closer client relationships and facilitates collaborative
development efforts. With Europe’s strong and resilient
value chain, we anticipate sustained growth and further
opportunities by establishing a significant presence in this
region.
In Vietnam, our factories witnessed significant improvements
in productivity, primarily attributed to an enhanced product
mix and an expanded range of offerings that cater to our
customers’ diverse needs. As a result, we observed higher
price realisations and notable enhancements in operational
efficiencies. Our partnership model in Vietnam is continuously
evolving and yielding favourable outcomes.
In the United States, our Company established a dedicated
division focussed on branding and licensing opportunities. To
Way ahead
lead this endeavour, we have appointed a new CEO who brings
We are constantly growing, expanding and building on our
valuable experience in developing similar businesses. While
core strengths. We believe in catering to individual styles
this venture may require some time to materialise fully, we
sustainably and maintaining standard quality. We have a
firmly believe it will serve as another significant growth engine
well-managed manufacturing process in place that enables us
for our Company. We are also actively exploring and evaluating
to carry out bulk production. We are currently strengthening
near-shore manufacturing options in the capital region of
our sustainability initiatives by using eco-friendly fabrics
Central America, finalising agreements within the next couple
with longer life spans, environmental impact measurements,
of months.
We attribute our adaptability to the ever-evolving market
conditions to our profound and enduring association with
the real fashion world. While seemingly straightforward,
this fundamental principle lies at the heart of our identity.
Our business model is the product of a synergistic blend of
teamwork, talent, creativity, innovation, dynamism, efficiency,
and flexibility. It is an ingrained culture that continually
challenges our limits and extends beyond our comfort zones.
This winning combination enables us to navigate the dynamic
landscape of the fashion industry with agility and resilience.
operational Highlights
Our capacity utilisation improved substantially, which, in turn,
increased the overall efficiency of our operations. On the
and solar power generation. We are also offering additional
services such as LDP and replenishment services to all our
customers. We want to become our clients’ preferred partner.
for this, we are constantly engaging with our customers,
working with them strategically, and offering them additional
services in whichever country they want. We believe in
developing long-term sustainable businesses with them by
developing production capabilities near shore to our major
customer base to deliver garments in less time and at a
better price.
Regards,
Pallab banerjee
Managing Director
21
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements GRoUP CFo’S
message
i am delighted to announce another
year of prosperity and success, which
i am privileged to share with all our
esteemed stakeholders and lending
institutions. throughout the challenges
and uncertainties we have faced, our
business has demonstrated remarkable
resilience, a testament to the support of
our dedicated team. their commitment
has been instrumental in our ability
to overcome obstacles and achieve
sustained growth. i sincerely thank each
of you for your invaluable contributions
to our collective success.
dear stakeholders,
Our consolidated revenue for 2022-23 showed a remarkable
growth of 16.4% year-on-year, reaching ` 3,158 Crores
compared to ` 2,713 Crores in 2021-22. This significant
increase can be attributed primarily to amplified orders
from our existing customers, augmented realisation from
newly acquired customers throughout the year, successful
we witnessed a noteworthy improvement in our margin, with a
year-on-year increase of 290 basis points – elevating it from
5.2% in 2021-22 to 8.1% in 2022-23. This improvement can
be accredited to a combination of factors, including a more
favourable product mix, enhanced operational efficiencies
and consistent profitability enhancements in our Vietnam and
Bangladesh operations.
integration of the Alpha acquisition, and enhanced operational
efficiency at our Bangladesh and Vietnam units.
Our Profit After Tax (PAT) for the year amounted to ` 153
Crores, compared to ` 70.1 Crores in 2021-22, reflecting
Furthermore, our EBITDA for 2022-23 amounted to ` 255.5
Crores, representing an impressive year-on-year growth of
81.8% as opposed to ` 140.6 Crores in 2021-22. In addition,
a substantial growth in our bottom line. Additionally, our
Earnings Per Share (EPS) for 2022-23 reached ` 68.9, a
considerable increase from ` 31.46 in 2021-22. These financial
22
pearl global industries limited results underscore our commitment to delivering strong
engaged E&Y as our Statutory Auditor in Hong Kong, as well
performance and sustained growth in the marketplace.
as our Internal Auditor in India and Bangladesh. Additionally,
On a standalone basis, our revenue for 2022-23 amounted
to ` 1,103 Crores, showcasing a remarkable year-on-year
growth of 18.2% compared to ` 933 Crores in 2021-22. This
growth can be ascribed to the expansion of our business with
Deloitte was appointed as our Statutory Auditor in Vietnam.
These partnerships have contributed to active participation
and the successful implementation of diverse policies and
programmes.
existing clients as well as the addition of new strategic clients.
At the core of our operations, we remain committed to
Furthermore, our product mix improved as we expanded
transforming the way fashion is created across the globe.
our range of offerings to customers, resulting in increased
We prioritise the implementation of robust internal control
realisation. We also achieved enhanced operational efficiency
mechanisms and uphold sound corporate and risk governance
by implementing best-in-class business practices.
practices, ensuring the highest standards within our
Another notable achievement is the improvement in our credit
rating from BBB to BBB+, which has enabled us to address
credit risk challenges effectively. Additionally, the favourable
global business landscape provided us with opportunities to
strengthen our presence and expand our reach on a global
scale.
We also established a robust corporate governance framework
to promote transparency, accountability, and responsible
decision-making at all levels. In support of this endeavour, we
organisation. By emphasising financial discipline through
prudent capital allocation, effective cash flow management,
efficient working capital management, and comprehensive risk
management, we consistently strive to enhance value for all
our stakeholders.
With Best Wishes,
sanjay gandhi
Group CFo
23
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements boARD oF DIRECToRS
& management team
Mr. deePaK KuMar setH
grouP leadersHiP
Mr. Pallab baNerJee
Managing Director
Mr. saNJay gaNdHi
Group CFO
Ms. ratNa siNgH
Group CHRO
core teaM
iNdia
Mr. suNdeeP cHatratH
CEO – Knits
Mr. PaNKaJ bHasiN
CEO – Woven
Mr. NareNdra soMaNi
CFO
Ms. sHilPa budHia
Company Secretary
Chairman
Mr. PulKit setH
Vice-Chairman
Mrs. sHifalli setH
Non-Executive Director
Mr. Pallab baNerJee
Managing Director
Mr. sHailesH KuMar
Executive Director
Mr. deePaK KuMar
Executive Director
Mr. aNil Nayar
Independent Director
Mr. raJeNdra KuMar aNeJa
Independent Director
Mr. cHittraNJaN dua
Independent Director
Mr. abHisHeK goyal
Independent Director
Mrs. MadHuliKa bHuPatKar
Independent Director
Ms. NeHa KHaNNa
Independent Director
24
pearl global industries limited
baNgladesH
VietNaM aNd HoNg KoNg
Mr. ViKas MeHra
Mr. gurusaNKar guruMoortHy
CEO – Norp Knit and Prudent
CEO
Mr. ParesH KuMar PoWaNi
Mr. KulbHusHaN aggarWal
Director – Finance
Mr. suMit latH
CFO (Hong Kong)
iNdoNesia
Mr. raJesH aJWaNi
CEO
Mr. aMit KuMar
Director
CEO – Alpha Clothing
Mr. saNJay sarKar
Country Director
u.K.
Ms. JoaNNa Hales
Senior Vice President
Ms. NariNda leoN
Design Head
u.s.a.
dr. MaHesH setH
Vice President – Operations
Mr. daVid ayala
Global Creative Director
Mr. Jeff KreiNdel
Executive Vice President
Ms. MattHeW Healy
CEO – Pearl Unlimited
25
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAncil stAtements
NURTURING To
achIeve a shareD
vIsIon
At Pearl Global, we take great pride in our history of nurturing people around the world. We
believe in investing in our people and building a culture that is grounded in the values of trust,
integrity, ethics, care, respect, and empowerment.
We recognise that our employees are the driving force behind our business, and we take immense pride in their growth
and development. We believe in learning from one another and establishing trust as a team, which is the foundation of our
success. At our Company, we prioritise and cultivate talent as a means to add value and align with our vision.
Our bEliEfs
diVersity
At Pearl Global, we believe that every individual has a unique contribution
to make towards making our Company a better place. We believe in the
power of diversity and strive to create a workplace where people of all
genders, ages, skills, and backgrounds can thrive.
iNNoVatioN
At Pearl Global, we acknowledge that our pursuit of knowledge is critical
to our ability to adapt to the demands of an ever-changing marketplace.
We believe in investing in our people and equipping them with the skills,
technology, and research capabilities needed to drive sustainable growth
for our organisation.
forWard-tHiNKiNg
At Pearl Global, we believe in making a meaningful impact through
innovative and entrepreneurial thinking. Our culture fosters a mindset of
thinking beyond conventional routes, and we embrace creative ideas that
drive positive change.
care
At Pearl Global, we prioritise a safe, transparent, and inclusive workplace.
We are committed to creating an environment where every employee
feels accepted and comfortable. We have established a strict Code of
Conduct that prioritises the well-being of our employees, and we strictly
adhere to it.
26
pearl global industries limited Our ValuEs
sustaiNability
We conduct our business focussing on a sustainable future that
encompasses longevity for the environment, the Company, employees,
and customers.
sPeed to actioN
We deliver expectations with speed by putting a strong focus on
systems, trust, teamwork, and demonstrating dynamism in our way of
work.
iNtegrity
We are fair in our dealing with all our associates, stakeholders, and
society. We ensure that no party is put to an unwanted disadvantage
compared to the other.
striVe for excelleNce
We believe in creating world-class products by excelling in every aspect
of the fashion industry.
custoMer ceNtricity
We design and execute all systems, processes, and tasks with the sole
purpose of providing the highest customer delight and a positive value
to all our stakeholders.
27
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements MITIGATING RISKS
through strategIc enDeavours
custoMer
Product
We, at Pearl Global, have established a direct
relationship with all our customers, ensuring
continuous monitoring of their market and
needs. Prior to onboarding a new customer,
we conduct a thorough credit assessment to
ensure a long-term and reliable relationship.
Furthermore, we also provide pre-shipment
and post-shipment coverage, demonstrating
our commitment to ensuring a seamless
and secure transaction process. By ensuring
thorough coverage at every stage, we add value
and instill confidence in our customers.
We, at Pearl Global, have implemented a
number of quality systems and practices
that are closely aligned with our customers’
expectations, thus eliminating product risk. We
also maintain constant communication with
customer representatives to facilitate process
improvements. We undertake certification
of their associates, enabling them to certify
products on behalf of our clients.
raW Material
curreNcy
We, at Pearl Global, avoid delays in production
caused by material shortages by projecting
and booking raw materials early. The strategic
relationship, we have developed with key
suppliers ensures a reliable and timely supply
of materials. All production against confirmed
sale orders and periodic reviews with physical
counts of stock helps to maintain accurate
inventory levels and prevent stockouts or
overstocks.
We, at Pearl Global, have a natural hedge in all
our overseas operations. Our Company follows
India-export-forward cover to effectively
mitigate currency risk. Furthermore, we
minimise import procurement, thus further
reducing any potential impact of currency risk
on our operations.
28
pearl global industries limited social & etHical coMPliaNce
casHfloW
We, at Pearl Global, have a robust internal
control and compliance system in place to
ensure that all processes and transactions
adhere to the highest standards of compliance.
We regularly monitor these systems and
immediately implements corrections where
necessary. Additionally, Pearl Global only
onboards customers after ensuring that they
meet complete compliance standards.
We, at Pearl Global, have revised our strategy
and adopted an asset-light model, partnering
with factories rather than owning set-ups.
This strategic shift enables us to limit capital
expenditure, while allowing us to and fund our
operations through internal resources. Our
Company also focusses on ensuring timely
collections to maintain financial stability.
PrudeNt caPital allocatioN Policy
streNgtHeNiNg goVerNaNce
We are focussed on careful and strategic
distribution of financial resources within our
Company. Operating in various locations, we
make it a point to take informed decisions on
how to allocate funds across various locations,
projects, investments, and operational needs
to maximise the value and returns for our
shareholders while minimising risks.
To navigate the challenges pertaining to
the uncertain business environment, we are
setting up very stringent risk governance
framework to hedge against the sudden
increase in raw materials or poor financial
performance of some of our overseas brands
and customers. We have appointed E&Y as our
Statutory Auditor in Hong Kong and Internal
Auditor in India and Bangladesh. We also have
Deloitte as our Statutory Auditor in Vietnam.
This has helped in enhancing transparency,
accountability, participation, and effectiveness
in decision-making and implementation of
various policies and programmes.
29
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements GRoWING SUSTAINAbLy
wIth strong funD amentals
As a responsible apparel vendor in
the apparel industry, Pearl Global
holds environmental sustainability
as the fundamental pillar of our
social responsibility. In order to
meet the highest standards of
sustainability, we endeavour to take
a range of measures that reflect our
commitment to this important cause.
We are fully dedicated to exploring
various methods of reducing our
carbon footprint.
To fulfil our commitment towards attaining our
sustainability goal, we have started adopting the
use of renewable energy within our facilities. our
business philosophy is based on the ‘Triple bottom
Line’ approach, which focusses on balancing
People, Planet, and Prosperity.
30
pearl global industries limited our sustaiNable iNitiatiVes
eco-friendly
Recycled Poly Stone, Longer
Life Span Replacement of
Pumic Stone with No Residue
ozone
Eco-Friendly
Reduce Water Consumption
Magic box
Eco-Friendly
Reduce Water, Chemical
& Energy Consumption
etP/ stP/ WtP
Recycle & Re-use
Water Treatment
Solution
c.W.M.u.
Central Water
Monitoring Unit
environmental impact
Measurement
Software to Monitor the Impact of
Garment Finishing Processes
solar Power generation
Implemented in Chennai
Planned for other facilities
uV filtration Plant
Facilitate Recycle & Re-use
of Water in Laundry, Toilets
Gardening, Fire Pump
PNg boiler
PNG run Boilers for
Reduced Emissions
laser
Eco Friendly Innovative,
Robust & Saves Water,
Chemical & Energy
PeoPle
PlaNet
Profit
We have established a comprehensive framework that
enables us to meet the highest environmental performance
standards, ensure regulatory compliance, minimise
environmental risks, and establish and implement long-term
environmental strategies.
Additionally, we utilise a powerful measuring tool that helps
us map, plan, and implement meaningful improvements
to protect the well-being of our factory workers, local
communities, and the environment.
31
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements ShAPING SUSTAINAbLE
FUTURE WITh resPonsIBle
fashIon
At Pearl Global, we attach prime importance to our CSR and are committed to enriching
lives and protecting the future through the creation of sustainable value for the society. Our
business practices are designed to positively impact stakeholders at large, contributing to their
well-being and a better tomorrow.
We acknowledge our responsibility to long-term resource planning, while ensuring the sustainability of our business
operations. Furthermore, we undertake initiatives to improve access to education and other essential resources, while
simultaneously raising awareness about critical issues such as environmental sustainability and health. Through these
efforts, we strive to make a positive impact on the world around us.
Medical check-up camp for 300 residents at earth saviours foundation
In January 2023, Pearl Global arranged a medical
check-up camp exclusively for the 297 residents of The
Earth Saviours Foundation home located in Bandhwari
village. During the camp, all the residents underwent a
comprehensive range of medical tests, including CBC, Lipid
profile, LFT, KFT, Blood Sugar, TSH, Urine Routine, ECG,
Calcium, PFT, BP, and weight measurements. Following
these tests, a physician consultation was scheduled
based on the test reports to provide personalised medical
advice and guidance to the residents. The Earth Saviours
Foundation team and residents expressed their heartfelt
gratitude to our Management for organising this thoughtful
and beneficial initiative for their welfare.
ro Water system comes as a respite in Melavalam village in chennai
Recognising the paramount importance of safe drinking
water for a thriving economy, Pearl Global Chennai
installed a 500 Litre Capacity Reverse Osmosis Drinking
Water System in Melavalam village, situated in the
Chengalpattu district of Tamil Nadu. The installation has
been warmly welcomed by the village as it is expected to
benefit approximately 700 residents residing in the vicinity.
Additionally, the presence of a primary health centre, Gram
Panchayat office, and a temple in the surrounding area
further amplifies the positive impact of this installation on
the community.
32
pearl global industries limited solar lamps transform lives of residents in a village in gurugram
Pearl Global successfully implemented the installation
of 20 solar lights along a 2-km stretch in Begampur
Khatola, a village located in the Gurugram district of
Haryana. This significant undertaking exemplifies our
ongoing commitment to environmental conservation while
concurrently improving the lives of local communities
facing limited access to reliable electrical infrastructure.
The utilisation of solar power assumes a crucial role in
combating the adverse effects of climate change.
infrastructural improvements in government
Primary school rosewood city
Pearl Global has carried out multiple infrastructural
improvements in the school. We have replaced their
wooden doors, front and back iron gates and have installed
grills in many classrooms.
Project badhtey Kadam in government girls secondary school, gurugram Village
Project Badhtey Kadam aims to provide valuable support to
Shahid Lt. Atul Kataria Government Girls Senior Secondary
School, located in Gurugram Village, Gurugram district. The
primary objective of this project is to elevate the quality of
education and assist students in overcoming learning gaps
to reach their full potential. With the collaboration of the
NGO Etasha Society, the project will work closely with the
school’s dedicated leadership to cultivate a positive working
culture and deliver comprehensive education that prioritises
the holistic development of students, including their mental
well-being. The project endeavours to benefit a total of 728
students, providing them with the necessary resources and
assistance to thrive academically and personally.
read out loud Programme
Pearl Global, in partnership with Adhyayan Quality
Education Foundation (AQEF), launched the ‘Read Out
Loud’ programme on October 22, 2021. This initiative was
created to address the impact of the Covid-19 pandemic
on children’s education, as many students experienced
significant learning loss due to school closures since March
2020, creating a major knowledge gap.
33
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAnciAl stAtements arpan education society
Pearl Global has implemented the ‘Arpan’ programme to
address the knowledge gap by providing quality education
to those in need. Through this initiative, we offer free tuition
and act as a training centre to support students in their
academic pursuits. Additionally, we provide scholarships to
children to help them develop their skills and reach their full
potential.
supervisory skills training
This programme aims to equip supervisors with
professional skills to mediate between workers and
management more effectively and strike a fair balance
between the interest of our Company and the interest of
the workers. It has been developed by Better Work and
scholarships under Mina seth foundation
Pearl Global offers scholarships to students who face
financial constraints that may hinder their future growth
prospects. Under Mina Seth Foundation, which we have
recently reactivated, we seek to help these children build
a bright future for themselves by providing them with
other csr initiatives around the World
Pearl Global has taken up various CSR initiatives across
the world as well. Multiple dental, medical and TB camps,
blankets and food distribution were organised by Pearl
Global Bangladesh. Pearl Global Indonesia took lead in
Covid vaccinations (two doses and booster shots) for all
employees, workers and the local community to ensure
their health and well-being. Education scholarships and
stipends have been provided to outstanding students
community activities
We organise various events to help our employees connect
with one another through football matches, team building
and lucky draws. Through these events, we seek to
promote trust, commitment, and loyalty, while building a
focussed and fruitful relationship. It is a way to promote
networking and skill building within our team, thus further
strengthening our working community.
34
launched in our units with our implementation brand
partner GAP Inc. We have trained 130 supervisors till date
in all their units in India.
opportunities to succeed. To date, we have provided
scholarships to over 200 students under this programme,
reflecting our dedication to giving back to the community
and promoting education for all.
of factory workers in India, Bangladesh, Vietnam and
Indonesia. Pearl Global Indonesia runs Workers’ Children
Education programmes to provide quality education and
support the development of the workers’ children. Multiple
HER project programmes like HER health and HER essential
have been running in factories of India, Bangladesh and
Indonesia and have trained over 1500 workers.
pearl global industries limited AWARDS
anD recognI tIons
highest export in Woven
Garments to Pearl Global
highest export in Woven
Garments to Pearl Global
highest Exports by young
Entrepreneur - 1st Position
to Mr. Pulkit Seth, Vice
Chairman, Pearl Global
2006-07
2007-08
2008-09
highest Exports in Woven Garments
1st Position to Pearl Global
highest Exports by young Entrepreneur
- 1st Position to Mr. Pulkit Seth, Vice
Chairman, Pearl Global
highest exports - Woven
Garments - Winner to Pearl
Global
highest exports Woven
Garments - Winner to Pearl
Global
2009-10
2010-11
2011-12
highest Exports by young
Entrepreneur - Winner - Mr.
Pulkit Seth, Vice Chairman,
Pearl Global
highest Global Exports
(Above ₹ 100 Crores
and up to ₹ 500 Crores)
1st Position
Asia one Most Influential
young Leaders - Mr. Pulkit
seth
2012-13
2015-16
2020-21
Chairman, Mr. Deepak
Kumar seth awarded an
honorary Ph.D
recognised as one of
the best organisations
for women
2022-23
2022-23
35
AnnuAl report 2022-23corporate overviewstAtutory reportsfinAncil stAtements CoRPoRATE InformatIon
board Members
audit committee
Mr. deePaK KuMar setH
Chairman
Mr. aNil Nayar
Chairman
Mrs. MadHuliKa bHuPatKar
Member Director
Mr. raJeNdra KuMar aNeJa
Member Director
Mr. abHisHeK goyal
Member Director
corporate social
responsibility committee
Mrs. MadHuliKa bHuPatKar
Chairperson
Mr. PulKit setH
Member Director
Mr. aNil Nayar
Member Director
auditors
Nomination and
remuneration committee
M/s. s.r. diNodia & co. llP
Statutory Auditors
erNst aNd youNg llP
Internal Auditors
M/s. JayaNt sood &
associates
Secretarial Auditors
Registered Office
C-17/1, Paschimi Marg, Vasant Vihar,
New Delhi -110057
Corporate Office
‘Pearl Tower’, Plot No. 51, Sector-32,
Gurugram -122001 (Haryana)
bankers
state baNK of iNdia
caNara baNK
PuNJab NatioNal baNK
staNdard cHartered baNK
rbl baNK liMited
Hdfc baNK liMited
Mr. abHisHeK goyal
Chairman
Mr. deePaK KuMar setH
Member Director
Mr. raJeNdra KuMar aNeJa
Member Director
Mr. aNil Nayar
Member Director
stakeholders relationship
committee
Mr. aNil Nayar
Chairman
Mr. PulKit setH
Member Director
Mr. raJeNdra KuMar aNeJa
Member Director
risk Management
committee
Mr. Pallab baNerJee
Chairman
Mr. abHisHeK goyal
Member Director
Ms. NeHa KHaNNa
Member Director
Mr. PulKit setH
Vice-Chairman
Mrs. sHifalli setH
Non-Executive Director
Mr. Pallab baNerJee
Managing Director
Mr. sHailesH KuMar
Executive Director
Mr. deePaK KuMar
Executive Director
Mr. cHittraNJaN dua
Non-Executive Independent Director
Mr. raJeNdra KuMar aNeJa
Non-Executive Independent Director
Mr. aNil Nayar
Non-Executive Independent Director
Mr. abHisHeK goyal
Non-Executive Independent Director
Mrs. MadHuliKa bHuPatKar
Non-Executive Independent Director
Ms. NeHa KHaNNa
Non-Executive Independent Director
group chief financial
Officer
Mr. saNJay gaNdHi
Chief Financial Officer
Mr. NareNdra soMaNi
company secretary
Ms. sHilPa budHia
36
pearl global industries limited Management
GlobAl EconoMy
The year 2022 began with cautious optimism as the
lingering effects of the Covid-19 pandemic continued
to subside. However, the global economy still had to
struggle with several headwinds, such as increasing
inflation, geopolitical tensions, the Russia-Ukraine
war, and a tightening monetary policy. To control the
inflationary pressure, the central banks of various
countries increased the interest rate, which impacted
the bond market. Major international banks faced
the heat from tightened monetary policy as it placed
them on shaky ground, further deteriorating their
performance, including the collapse of Silicon Valley
Bank.
According to the International Monetary Fund (IMF),
the global growth rate contracted from 3.4% in 2022
to 2.8% in 2023 due to these events and is expected
to reach 3.0% in 2024. The global economic outlook
for advanced economies is expected to experience a
significant slowdown in growth, declining from 2.7%
in 2022 to 1.3% in 2023, increasing to 1.4% in 2024
due to the fragmentation of geo-economics. Emerging
markets and developing economies showed stronger
economic prospects than advanced economies, with
the average growth rate for these economies reaching
3.9% in 2023, and a 4.2% projected increase in 2024.
Global Economic Growth
(% Change)
World
Advanced Economies
Emerging Markets
and Developing Economies
4
3
.
8
2
.
0
3
.
7
2
.
3
1
.
4
1
.
0
4
.
9
3
.
2
4
.
2022
2023
2024
2022
2023
2024
2022
2023
2024
Estimate
Projections
Estimate
Projections
Estimate
Projections
38
pearl global industries limited Global Economic Growth
(% Change)
US
Euro Area
Middle East and central Asia
1
2
.
1
1
.
6
1
.
5
3
.
8
0
.
4
1
.
3
5
.
9
2
.
5
3
.
2022
2023
2024
2022
2023
2024
2022
2023
2024
Estimate
Projections
Estimate
Projections
Estimate
Projections
Emerging and Developing Asia
Sub-Saharan Africa
latin America and the caribbean
4
4
.
3
5
.
1
5
.
9
3
.
6
3
.
2
4
.
0
4
.
6
1
.
2
2
.
2022
2023
2024
2022
2023
2024
2022
2023
2024
Estimate
Projections
Estimate
Projections
Estimate
Projections
Global inflation is estimated to decrease,
although more slowly than initially
anticipated, from 8.7% in 2022 to 7.0%
in 2023 and 4.9% in 2024. The projected
decline in inflation is partly attributed to
a fall in international prices for fuels and
other raw materials due to weaker global
demand. The factors lowering inflation are
drop in demand, price discounts to tackle
high inventory levels, and a decrease in
real estate prices. Moreover, the decrease
in inflation is also likely to prompt major
central banks to pause and review their
recent historic series of interest rate hikes.
Global Economy outlook
Medium-term growth estimates are predicted to experience a widespread
decline in the future. While some of this deceleration can be attributed
to the natural convergence of previously rapidly growing economies like
China and Korea, the recent sluggishness is likely to be caused by more
concerning factors. These factors include the lingering effects of the
Covid-19 pandemic, a sluggish pace of structural reforms, rising trade
tensions, declining direct investment, and slower adoption of innovation
and technology in fragmented regions. A divided and polarised world
is unlikely to make progress for everyone or effectively confront global
issues, such as climate change or any pandemic preparedness.
(Source: https://www.imf.org/en/Publications/WEO/Issues/2023/04/11/world-economic-
outlook-april-2023)
39
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements InDIAn EconoMy
India’s economy showed remarkable recovery, surpassing
many other nations and positioning it for a return to its
pre-Covid-19 pandemic growth trajectory in 2022-23. Over
the past decade, India has ascended from the tenth-largest
economy in the world to become a significant player in the
global economy. It is currently positioned as the fifth-largest
economy. Its economic success is accredited to essential
reforms, including liberalisation, reduction of bureaucracy
and corruption, infrastructure investments, and enhanced
accessibility to financing for small and medium-sized
businesses.
The estimates of the Economic Survey 2022-23 indicate a
GDP growth of 7.2%. This growth can said to be driven by an
optimistic business environment, robust industrial output,
increased consumer spending, rapid vaccination coverage,
increasing GST collections, and the vision of ‘Aatmanirbhar
Bharat’. Despite a downward revision from 2021-22’s
growth of 8.7%, the 2022-23 estimate is still higher than
that of major economies. Moreover, it is slightly above the
average growth rate of the Indian economy in the decade,
leading up to the Covid-19 pandemic.
Initiatives like ‘Amritkaal’ and ‘Saptarishis’ focus on
addressing economic disparities, empowering individuals
in rural areas, enhancing technological capabilities, and
reducing dependence on Government assistance. The
Government’s inclusive development approach, coupled
with efforts to expand infrastructure, tap into untapped
potential, promote sustainable growth, harness the youth
demographic dividend, and strengthen the financial sector,
are key drivers propelling India towards a promising and
prosperous future.
Indian Economy GDP Growth Rate
(in %)
GDP Growth Rate
2018-19
2019-20
2020-21
2021-22
2022-23
5
6
.
7
3
.
7
8
.
2
7
.
Retail inflation, measured by the Consumer Price Index
(CPI), reached 6.8% in 2022-23. The Russia-Ukraine war
has disrupted the global supply chain system, leading to
higher crude oil prices and food shortages worldwide. This
was largely due to the Russia-Ukraine conflict and crop
failures, resulting from excessive heat in some parts of the
country. The conflict has further disrupted the restoration of
supply chains, which were previously impacted by Covid-19
lockdowns and limited trade traffic.
During 2022-23, the agricultural sector demonstrated a
growth rate of 3.5%, while the industrial sector exhibited a
growth rate of 4.1%. This can be attributed to the strong
increase in Private Final Consumption Expenditure,
export stimulus during the first-half of the year, increased
investment demand stimulated by enhanced public capital
expenditure, and improved bank and corporate balance
sheets.
According to the estimates of the Economic Survey 2022-
23, the Union Government’s fiscal deficit has decreased to
6.7% of GDP in 2021-22, and it has further declined to 6.4%
of GDP in 2022-23. This steady reduction aligns with the
Government’s fiscal glide path and reflects prudent fiscal
management, backed by robust revenue collection over the
past two years.
Indian Economy outlook
India’s economic prospects remain promising, despite
facing distinct challenges and risks in the current global
economic climate. The introduction of the Goods and
Services Tax (GST) and the Insolvency and Bankruptcy
Code (IBC) have enhanced the efficiency, transparency,
and financial discipline of the Indian economy, hence
improving its overall functioning.
The Indian Government has implemented various
initiatives to promote economic growth and
development, such as increasing capital expenditure
and reducing compliances. These efforts are expected
to attract investments and create job opportunities,
leading to sustained long-term economic growth. The
strong credit growth and resilience in the financial
market provide a stable environment for investments,
further boosting the country’s economic prospects.
Multiple factors, such as the normalisation of supply
chains, the return of capital flows to India, and stable
domestic inflation rates below 6%, are anticipated to
contribute to India’s economic growth. These factors
are likely to boost private sector investment and improve
animal spirits. As a result, the survey projects a baseline
real GDP growth of 6.5% for 2023-24.
(Source: https://www.indiabudget.gov.in/economicsurvey/doc/echapter.
)
6
6
(
.
pdf)
40
pearl global industries limited
IndustRy ovERvIEW
GlobAl TExTIlE
AnD APPAREl InDUSTRy
The textile industry is a major sector that encompasses
various activities related to the design, production, and
distribution of textiles and clothing. It includes a wide range
of products, such as fabrics, yarns, apparel, home textiles,
and technical textiles. During 2022-27, the textile industry
worldwide is anticipated to witness a projected CAGR of
5.67%. This growth is expected to be driven by various
factors, such as increasing population, rising disposable
income, and changing fashion trends. The demand for
textiles and clothing is anticipated to rise with an increase
in population, especially in emerging economies, such as
India and China.
The apparel industry has been driven by factors, such as
increasing disposable income, a growing global population,
and the rise of e-commerce. The Covid-19 pandemic
has further accelerated the increasing popularity of
online shopping, due to its convenience, wider range of
options, and lower prices. Consequently, the online retail
marketplace has experienced growth, and now accounts
for 15.9% of the industry’s total value, with niche online
retailers leading the way.
Additionally, the apparel industry is also witnessing a shift
towards sustainable and eco-friendly practices, which is
further catalysing the growth of the industry. Consumers
are becoming more conscious of the environmental
impact of apparel production, and they are now opting for
sustainable clothing options. This shift towards responsible
practices has also led to the emergence of new markets,
particularly in the eco-fashion sector.
Global Textile Market, Forecast
Market Size, 2022-27
(in USD Billion)
.
5
4
3
7
5
.
1
1
1
1
6
.
3
7
6
4
6
.
3
8
1
8
6
.
6
6
7
1
7
.
8
5
5
5
7
e
z
i
S
t
e
k
r
a
M
2022
2023
2024
2025
2026
2027
5.67%
CAGR
(Source: Global Yarn, Fiber and Thread Market Briefing 2023)
41
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
InDIAn TExTIlE
AnD APPAREl InDUSTRy
The textile industry in India is a crucial part of the country’s
economy and exports. The industry encompasses a
diverse range of activities, from traditional hand weaving to
modern textile mills, and is expected to grow significantly
in the coming years. India has long been known as a
manufacturing hub for the textile and apparel industry due
to its rich textile heritage, skilled craftsmanship, and low
labour costs. India is the sixth-largest exporter of textiles
Top 10 Apparel Exporters in 2022
and apparels in the world. The Indian technical textiles
segment is estimated at USD 16 Billion, approximately 6%
of the global market.
The Indian textile industry is the second-largest producer
of man-made fibre (MMF) after China. Major textile and
apparel export destinations for India include the US, EU-27
and UK, which account for approximately 50% of India’s
textiles and apparel exports. India has a share of 4.6%
of the global trade in textiles and apparel. The textile and
apparel industry in India holds the second position in terms
of employment prospects, with over 45 Million people
directly employed and 100 Million people employed in allied
industries.
8
2
10
7
5
9
1
6
3
4
Disclaimer : This map is a generalised illustration only for the ease of the reader to
understand the locations, and it is not intended to be used for reference purposes. The
representation of political boundaries and the names of geographical features/states do
not necessarily reflect the actual position. The Company or any of its directors, officers
or employees, cannot be held responsible for any misuse or misinterpretation of any
information or design thereof. The Company does not warrant or represent any kind of
connection to its accuracy or completeness.
1
2
3
4
5
6
7
8
9
China
Germany
Bangladesh
Vietnam
India
Italy
Turkey
US
Hong Kong
10 Spain
42
pearl global industries limited Textile and Apparel Exports
(in USD Billion)
9
1
3
7
,
9
3
2
3
3
,
0
2
9
1
3
,
5
5
5
7
,
2
3
6
0
4
,
7
0
8
2
3
,
2
6
2
8
,
3
0
6
7
2
,
3
0
6
8
2
,
9
6
6
6
,
3
0
6
7
2
,
4
3
9
0
2
,
5
3
9
3
,
7
8
5
2
2
,
2
5
6
8
1
,
2018
2019
2020
2021
2022
Textile and Apparel Imports,
including Handicrafts
Total Textile and Apparel
Exports, including Handicrafts
Trade Balance
(Sources: EMIS, https://www.ibef.org/industry/textiles, Marketune)
The Indian garment industry has emerged as one of
the world’s fastest-growing sectors, due to its creativity,
diversity, and sustainability. As a result, it is gaining
increasing global recognition. The Indian garment market
is anticipated to register a compound annual growth rate
(CAGR) of 11-12% from 2022, reaching USD 115-125 Billion
by 2025. India plays a significant role in the global fashion
industry as a major exporter of fabrics and accessories.
Indian ethnic designs and materials are highly regarded by
fashion houses and garment manufacturers worldwide.
When it comes to sourcing for fashion wear, India is a
crucial player in the international fashion arena, particularly
in the realm of fabrics. Optimistic consumers are expected
to release pent-up purchasing power and renew their
wardrobes, leading to a projected increase in fashion sales
in 2022-23. As social life resumes in many significant
countries across the world, the luxury sector is predicted to
experience a full recovery.
(Source: https://timesofindia.indiatimes.com/readersblog/fashioninfo/
indian-fashion-industry-in-next-2-years-trends-challenges-and-
opportunities-50945/)
Particulars
2019-20
2020-21
2021-22
Values in USD Million
2021-22
(Apr-Dec)
2022-23
(Apr-Dec)
(Provisional)
India’s Export of Textiles and Apparels
33,379
29,877
42,347
30,455
25,837
Export of Handicrafts
1,798
1,708
2,088
1,579
1,289
Total Export of T&A, including Handicrafts
35,177
31,585
44,435
32,034
27,126
Overall Merchandise Exports of India
3,13,361
2,91,808
4,22,004
3,05,043
3,32,762
% Share of T&A Exports
11.2%
10.8%
10.5%
10.5%
8.2%
(Source: https://texmin.nic.in/sites/default/files/English%20Final%20MOT%20Annual%20Report%202022-23%20%28English%29_0.pdf)
43
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements The Indian textile and apparel industry is categorised
into men’s, women’s, and children’s wear, with women’s
wear being the largest segment. Consumer preferences
and styles have transformed the industry, leading to the
adoption of western clothing trends alongside traditional
fabrics and embroidery. The textile and apparel industry
contribute 2.3% to the country’s GDP, 7% to industrial
production, 12% to exports, and 21% to total employment.
It is dominated by small players due to the economic
feasibility of manufacturing apparel at any scale. The
industry benefits from competitive advantages, such as
skilled workforce and cost-effective production.
As per a report by IMARC, the Indian textile and apparel
industry achieved a market size of USD 172.3 Billion in
2022, and will continue to expand at a CAGR of 14.59%
from 2023 to 2028, with a forecasted market value of USD
387.3 Billion in 2028. This impressive growth is attributed
to various factors, including the increasing demand for
high-quality clothing and footwear, the Government’s
implementation of schemes to empower weavers, and the
rising popularity of ethically sourced sustainable materials.
(Source: https://www.imarcgroup.com/indian-textiles-apparel-
market#:~:text=The%20Indian%20textile%20and%20apparel%20market%20
was,US%24%20172.3%20Billion%20in%202022.)
2.3%
Country’s GdP
7%
Industrial Production
12%
Exports
21%
total Employment
USD172.3 billion
textile and Apparel Exports in 2022
GRoWTh DRIvERS
Several factors are driving the growth of the Indian textile industry, including a surge in demand for natural fibres, the
increasing use of digital textile printing, the availability of raw materials and skilled workforce, favourable demographics, and
extensive Government support.
lifestyle choices, Driving Textile Trends
Changes in consumer lifestyle like increasing emphasis on fitness, rising
brand consciousness, fast-changing fashion trends, increasing women
participation in workforce and hygiene consciousness are driving the
trends in the end products. Impact of such trends is passed along the
textile value chain which in turn has resulted in high demand of the fibres
that can fulfil these requirements at affordable price.
Free Trade Agreements (FTA) driving trade and
investments in the sector
Key apparel markets like India, Vietnam, the USA, and the UK have
multiple market access arrangements with several key manufacturing
nations. They have either entered into different types of trade
arrangements or provided special status to certain countries, thereby
lowering or eliminating tariff rates. This has further boosted the growth of
the textile industry, thereby driving trade and investments.
44
pearl global industries limited Sustainable Apparel on the rise
The textile and apparel business is becoming increasingly
aware of industrial, consumer, and environmental needs.
Sustainability is something that both brands and customers
are concerned about. As a result, the ratio of sustainable
textile production has increased. Every innovation, from
dyes to luxury textiles and garments, has at least one
environmental component, according to the concept of
sustainability. The textile and garment industries have
made sustainability a priority, through sustainable methods
on the rise.
GovERnMEnT InITIATIvES
convenience of Raw Material Availability
Ready availability of high-quality raw materials have also
ensured that man-made fibres can be easily derived from
these sources, as well as from MMF recycling procedures.
Leading yarn spinning companies are constantly
researching to tweak the properties of the materials,
to deliver quality fibres and ensure complete customer
satisfaction. The growing flexibility in fibre designing is also
widening the usability of fibres in diverse applications.
The Indian Government is actively working to promote the growth and development of the country’s textile sector,
implementing a range of effective and meaningful schemes over the years. These include the Production Linked Incentive
(PLI) Scheme, the RoDTEP Scheme, Make in India, Mega Textile Parks Development, and the National Technical Textiles
Mission, among others. These initiatives will significantly facilitate and incentivise investments in the textile sector.
Additionally, the Government’s efforts to improve the ease of doing business in the country by reducing compliance burdens
and costs will attract foreign investments, leading to further benefits for the textile sector.
The Scheme for capacity building in Textile Sector
(SAMARTh) was created to meet the proficient
workforce needs of the textile industry. The scheme
was developed in line with the Skill India initiative and
aligned with the Ministry of Skill Development and
Entrepreneurship’s skilling programme framework.
The implementation of SAMARTH has been approved
until March 2024.
The Pradhan Mantri Mega Integrated Textile Region
and Apparel (PM MITRA) Scheme was approved
by the Indian Government to establish seven textile
parks in greenfield and brownfield sites with an
outlay of ` 44.45 bn over a period of seven years, up
to 2027-28. The goal of PM MITRA is to enhance
the competitiveness of the Indian textile industry,
attract significant investment, and boost employment
generation. The most recent edition of the scheme
aims to build a total of 65 textile parks in India.
The Production linked Incentive (PlI) Scheme
has been introduced to promote the production of
MMF apparel, MMF fabrics, and technical textile
products in India. The goal of the scheme is to create
60-70 global players, attract fresh investment of
approximately ` 190 bn, and generate almost 750,000
new employment opportunities in the country.
The Rebate of State and central Taxes and
levies (RoScTl), has been approved by the Indian
Government for the extension of its implementation
until March 31, 2024. The rates applicable to
apparel/garments, and made-up exports will remain
unchanged, as issued by the Ministry of Textiles. This
decision aims to provide a tax rebate on outbound
shipments to garment exporters, thereby boosting
the competitiveness of the labour-intensive textile
industry.
Free Trade Agreement: The IndAUS ECTA is
expected to boost India’s textile and apparel exports
significantly, with projections indicating an increase
to USD 1100 Million within the next three years. India
and UK are also engaged in negotiations to enter into
an FTA to positively impact the Indian textile industry
by facilitating increased trade between India and UK.
45
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements Industry outlook
The outlook for the textile industry seems promising, with
strong growth prospects in both domestic consumption
and export demand. The industry is anticipated to
experience robust growth, driven by robust domestic
consumption, growing export demand, and the rapid
digitisation of consumers and brands post-Covid-19
pandemic. Over the past decade, the retail sector has
undergone rapid progress due to increasing consumerism
and disposable income. This growth has been further
fuelled by the entry of various international players into
the Indian market.
The China+1 strategy presents a significant opportunity
for the Indian textile industry to regain its position as
a top exporting economy. With the domestic economy
improving and exports increasing, the industry is
expected to experience substantial growth in domestic
production to meet the rising demand. As a result, capital
expenditures and investments in the sector are projected
to increase, leading to an improvement in productivity
and industry competitiveness. India’s favourable
demographics and industry dynamics further enable the
country to establish itself as a global textile hub.
46
pearl global industries limited ComPAny ovERvIEW
Pearl Global Industries Ltd (referred to as ‘Pearl Global’ or ‘The Company’) is a global fashion
and lifestyle company that specialises in the design, manufacture, and distribution of apparel.
The Company has a diversified and de-risked manufacturing base across India, Indonesia,
Bangladesh, and Vietnam, along with an office set up in Spain for marketing purposes.
Established in 1989, Pearl Global is a preferred long-term vendor to most leading global brands,
offering total supply chain solutions to customers. The Company’s product range includes
denims, casual wears, formal wears, knits, wovens, and bottoms across men’s, women’s, and
children’s wear segments. It caters to a diverse range of customers, from high-end fashion
brands to large retailers and mass-market brands.
With a total capacity to manufacture around 80 Million garments per year, Pearl Global generates more than 61% of its revenue
from exports to the United States, serving premium retailers like GAP, Kohl’s, Macy’s, Walmart, Nordstrom, Ann Taylor, Chico’s,
and Target Australia, among others. The Company’s business model enables it to offer superior quality products. Pearl Global’s
vision is to be the most preferred vendor to top global apparel brands and ranked amongst the top garment manufacturers in
the world, in terms of quality, service standards, and customer satisfaction. The Company is committed to maintaining ethical
and sustainable practices throughout its operations. Therefore, it has implemented various sustainability initiatives, such as
reducing water consumption, using eco-friendly materials, and minimising waste generation.
company outlook
The Company recorded a 16.4% y-o-y increase in revenue
and 81.8% y-o-y increase in EBITDA for 2022-23. This
can be attributed to the Company’s improved operational
efficiencies, integration of the Alpha unit in Bangladesh,
better product mix and higher profitability in Vietnam and
Bangladesh. The Company aims at achieving a 15%-20%
CAGR of revenue over the next 3 to 4 years and at least
maintaining a margin of 7% to 8% in short term for current
financial year and improvement thereafter.
With an impetus on the future, Pearl Global has a clear
vision of being a leading solution provider to retailers across
the globe. In this pursuit, the Company has capitalised on
its multilateral presence, talented design team, asset-light
model, and robust customer relationships to drive sustained
growth.
Further the Company has also successfully gained trust
of all marquee customers; and is continuously striving to
add more strategic customers and growing manufacturing
facilities to manage more complex processes. This
arrangement will not only help it to improve per-piece
realisations, but also enable it to better serve its customers’
evolving needs. Going forward, the Company aims to
captivate growth by increasing order intake and improved
prices from existing customers, as well as value-added
sales from customers acquired in recent years.
47
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements SoUTh ASIA
InDIA
sluggish recovery of the global economy is causing a slowdown in
external demand in the short to medium term, posing a signifi-
cant challenge for exporting countries. Currently, the textile and
apparel industry is experiencing weak demand; however, there
The Company has gained couple of new customers
are indications that the industry is reaching a turning point and
in India and has taken measures to improve
gradually recovering, with market demand also showing signs of
efficiency across Indian factories. It is also actively
improvement. As the inventory pressure on brand owners eases, it
exploring opportunities to expand its capacities,
supported by Government initiatives like the PLI
scheme and state incentive schemes. These factors
create a favourable environment for the Company’s
growth in India.
bAnGlADESh
The newly established factory of Pearl Global in
Bangladesh has demonstrated promising results
by generating positive returns in its very first year of
commercial operations. The successful integration
of the Brownfield acquisition has played a significant
role in boosting the Company’s revenues and
improving its overall profitability.
is expected that demand will gradually increase later in the year.
the Company places great importance on enhancing its compre-
hensive customer service capabilities and meeting the diverse
needs of its customers. While the company focuses on consoli-
dating its existing core customer base and increasing its share of
their business, it also actively pursues the acquisition of new stra-
tegic customers by offering a wider range of products to expand
its customer base. these initiatives aim to ensure the continuous
growth of the company’s business. some of the initiatives under-
taken by the Company in this regard are outlined as follows.
EURoPE
SPAIn
SoUTh EAST ASIA
vIETnAM
Pearl Global’s factories in Vietnam have experienced
notable rise in productivity, driven by a more favourable
product mix and a broader range of offerings for
customers. As a result, the Company has witnessed higher
realisations and substantial improvements in operational
efficiencies. The partnership model implemented by the
Company in Vietnam has proven to be successful, evolving
positively and yielding favourable outcomes.
USA
InDonESIA
Pearl Global successfully expanded its operations in
Indonesia through the construction of a new facility on
the land acquired in 2021. This state-of-the-art facility
will result in a significant 35% increase in the Company’s
total capacity in Indonesia. The expanded capacity will
enable the management of more complex processes,
allowing Pearl Global to offer value-added products to
its clients and achieve improved per-piece realisation.
The increased capacity of the new facility is anticipated
to drive substantial revenue growth for the Company in
Indonesia in 2024-25.
FUTURE oUTlook
Pearl Global has strategically established a new office
in Spain, a significant step that brings the Company
closer to the European textile value chain. This
strategic move not only enhances the Company’s
market presence but also facilitates the acquisition
of new customers within the European market. It also
provides opportunities to deepen its engagement with
existing clients, further strengthening partnerships and
maximising synergies.
Pearl Global established a new division in the USA
dedicated to branding and licensing. To support this
endeavour, the Company has brought on board a new
CEO who possesses the expertise and experience
to enhance the Company’s operations in licensing
segment and start a new revenue stream for Pearl
Global focussed on licensed product sales.
nEAR ShoRE MAnUFAcTURInG
oPPoRTUnITIES
Amidst the challenges posed by the pandemic, both during
and after its peak, logistics hurdles prompted a significant
shift in the importance of near shore production for us
customers. As a result, the Company is also exploring
near shore manufacturing opportunities in the Central
America region. this strategic initiative aims to add value
In developed economies, inflation is displaying signs of decline,
to the Company’s growth by diversifying its manufacturing
although it remains at a relatively high level, resulting in expect-
capabilities and expanding its geographical reach. the
ed pause in interest rate hikes across these economies. the
assurance shown by the customers in conducting business
tightening of monetary policy and ongoing geopolitical conflicts
are adding to the uncertainties surrounding global demand. the
presents a promising opportunity for Pearl Global.
48
pearl global industries limited Manufacturing Strengths
location
no. of Units
Annual capacity
Specialisation
India
Bangladesh
Vietnam
Indonesia
7
9
5
2
24.6 Million pieces p.a.
Woven and knitted products, including women’s
fashion wear, men’s wear and children’s wear.
Pearl Global’s factories in the South make
women’s tops and dresses
45 Million pieces p.a.
Woven and knitted tops, and bottoms for men,
women, and kids
6.50 Million pieces p.a.
Multiple products, including outerwear and
jackets, including down jackets, woollen jackets
& coats, seam-sealed jackets, puffers, parka
jackets and coats, blazers, anoraks, swim trunks,
and synthetic bottoms
4 Million pieces p.a.
Women’s professional wear, performance wear,
activewear, woven tops & dresses, sleepwear, and
loungewear
Design and Office Studios Offices
Design studio and sales
office
Hong Kong
Denim jackets, and denim
bottoms, among others
Spain
Jerseys, wovens, denims,
outerwear, sleepwear,
loungewear, beachwear,
and children’s wear
UK
Market intelligence for
knitted, woven, denim,
outerwear, activewear,
sleepwear, loungewear, and
children’s wear category
New York
49
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements BusInEss PERFoRMAncE
Pearl Global has a strong financial framework along with a robust cash flow management. The
Company’s credit rating improved from BBB to BBB+. It recorded a Gross Income of ` 3,158.41
Crores, compared to ` 2,713.5 Crores in previous financial year. The Net Profit Before Tax stood
at ` 175.8 Crores, compared to ` 85.8 Crores in the previous financial year.
Segment-Wise Performance
(in %)
Region-Wise Performance
(Revenue in ` Crores)
Woven
Knitted
44
56
Financial highlights (consolidated)
1103.78
India
Rest of the World
2054.63
Particulars (` in crores unless stated
otherwise)
2022-23
2021-22
2020-21
2019-20
2018-19
Revenue from Operations
3,158.4
2,713.5
1,490.9
1,685.1
1,757.5
EBITDA
EBITDA Margin (%)
Other Income
Profit Before Tax
Profit After Tax
Profit After Tax Margin (%)
Earnings per Share (`)
255.5
8.1%
22.8
175.8
153
4.8%
68.9
140.6
5.2%
33.5
85.8
70.1
2.6%
31.5
60.6
4.1%
23.5
11.4
17.5
1.2%
8
66.9
4.0%
49.1
31.2
21.7
1.3%
9.9
88.1
5.0%
33.9
82.9
67.1
3.8%
31.0
During the year, the Revenue from Operations stood at ` 3,158.4 Crores, registering a growth of 16.39%, as compared ` 2,713.5
Crores in 2021-22. This growth can be attributed to better product mix, growth with existing and strategic customers, increase
in revenue from partnership model in Vietnam, integration of Brownfield acquisition in Bangladesh and set up of new factory in
Indonesia.
50
pearl global industries limited Financial Ratios
Particulars
2022-23
2021-22
% change
Reason for change
Formula Used
Interest coverage
Ratio (x)
3.49
2.70
29.41
current
Ratio (x)
1.42
1.37
3.88
Gross Debt
Equity Ratio (x)
net Debt
Equity Ratio (x)
operating
Profit Margin (%)
0.60
0.92
(34.20)
0.21
0.67
(69.23)
7.21%
4.63%
55.56
Net Profit
Margin (%)
4.84%
2.58%
87.52
The improvement in ratio was
due to:
Higher profitability
on account of higher
realisation
Significant improvement
in operational efficiency
across geographies
while keeping the debt
under optimisation level
The improvement was due to:
The improvement in
conversion cycle of
working capital while
keeping the liabilities
within the acceptable
limits
The improvement was on
account of:
Keeping the debt at
optimised level
Significant improvement
in cash conversion cycle,
resulting in healthy cash
and bank balance
The improvement in the ratios
was due to:
Higher profitability
on account of higher
realisation
Significant improvement
in operational efficiency
across geographies,
while ensuring the debt
remained under the
optimisation level
EBIT/Interest
Current Assets/
Current
Liabilities
Total
Borrowings/
Total Equity
Net Debt/Total
Equity
EBIT/
Revenue from
Operations
PAT/
Revenue from
Operations
51
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements Particulars
2022-23
2021-22
% change
Reason for change
Formula Used
Return on
net Worth (%)
21.18%
11.70%
80.92
Higher profitability
The improvement in the ratio
was because of
on account of higher
realisation
The improvement in ratio was
due to:
PAT/
Shareholders
Equity
Debtors
Turnover Ratio (x)
15.08
7.40
103.78
Higher efficiency
Higher realisation
Mixing of manufacturing
Revenue from
Operations/
Receivables
Inventory Turnover
Ratio (x)
6.15
5.03
22.36
Return on capital
Employed (%)
25.38%
12.21%
107.80
Revenue from
Operations/
Inventory
EBIT/(Total
Equity + Net
Debt)
with partnership
factories
The improvement was due to:
Higher efficiency
Mixing of manufacturing
with partnership
factories
The improvement in the ratio
was due to:
Higher profitability
on account of higher
realisation and
significant improvement
in operational efficiency
across geographies
Significant improvement
in working capital cycle
time
Keeping the debt under
optimisation level
Significant improvement
in cash conversion cycle
resulting in healthy cash
and bank balance
52
pearl global industries limited RIsk MAnAGEMEnT
Every organisation is exposed to various risks that can affect its operations and revenue.
They are inherent to the functioning of the organisation and can have significant impacts
on its overall performance. Therefore, it is crucial to maintain a continuous awareness of
the surroundings in which the business functions, to detect any emerging uncertainties and
potential hazards.
Pearl Global has identified a range of risks that may affect its operations, including business dynamics risks, market and
industry risks, political risks, environmental risks, disaster risks, liquidity risks, credit risks, foreign exchange risks, human
resource risks, and legal risks. These risks are diverse and may arise from internal or external factors, such as changes in
market conditions, the regulatory environment, or natural disasters. The Company has a strong risk governance framework
and has outlined a detailed action plan to mitigate various risks.
53
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements cUSToMER
PRoDUcT
REtEntIon And GRoW th
QuAlIty
Direct relationship with all customers
Quality systems and practices aligned closely
Continuous monitoring of the customers’
market
PAymEnt sECuRIty
Credit assessment before onboarding a new
customer
Pre-shipment & post-shipment coverage
with customers’ expectations
Constant contact with customer representa-
tives to facilitate process improvements
Customer-certified pearl associates to certify
the products on their behalf
RAW MATERIAl
cURREncy
PRICEs And suPPly ChAIn
FluCtuAtIon
Early projection and booking of raw materials
Natural hedge in all overseas operations
Strategic and transparent relationship with key
India-export-forward cover
supplier
InvEntoR y
All production is executed against confirmed
sale orders
Periodic review or physical count and
utilisation of stock
Import-only, minimal procurement, no big
impact
SocIAl AnD EThIcAl
coMPlIAncE
cAShFloW
non-ComPlIAnCE
dEBt REPAymEnt And sERvICInG
Zero-tolerance leading to a robust internal
Resources ensure collection on time
control and compliance system
Regular monitoring and implementing
immediate corrections
Onboarding of customers only after ensuring
complete compliance standards
54
pearl global industries limited humAn REsou RCE
MAnAGEMEnT
Pearl Global gives utmost priority to the development and advancement of its employees,
recognising their critical contributions to the organisation’s success. To support this, the
Company has established a human resource department dedicated to creating effective
policies, procedures, and guidelines that prioritise employee growth and well-being. The
Company is committed to creating safe, hygienic, and sustainable work environments across
all locations to attract, develop, and retain the right people for the job. Pearl Global celebrates
both diversity and individualism. The Company believes that every individual has the potential
to lead, which is visible in its practical learning approach that emphasises the 70-20-10 model
for training. This model stresses on the importance of diverse learning sources, with 70% of
learning coming from challenging experiences and assignments, 20% from building strong
relationships, and 10% from formal coursework and training.
leadership conclave
The Company organised a 3-day Leadership Conclave – A.I.M. (A – Aligned. I – Implement. M –Multiply.) at Dubai from
April 25, 2023 to April 27, 2023. The leadership team across the Group participated in the event. The objective of the
event was to lay down Pearl Group’s strategic roadmap for medium term and long term, emphasising specific goals that
the team will strive to pursue and achieve while fostering a sense of alignment across geographies. Pearl Global engaged
in extensive discussions, analysing the accomplishments and areas for improvement during 2022-23. Throughout the
conclave, the team shared success stories, openly addressed challenges faced by different teams, and meticulously
examined the budget for 2023-24.
Pearl Global has also initiated an Employee Stock Option Plan for the well-being of its employees. Pursuant to the plan,
7,27,000 (Seven Lakhs Twenty-Seven Thousand) options have been approved. The Plan is in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021. As per the plan, vesting period shall commence after minimum
One (1) year from the grant date and it shall extend up to maximum of four (4) years from the grant date, at the discretion of
and in the manner prescribed by the Nomination and Remuneration Committee of the Board.
As of March 31, 2023, the Company had a workforce of 32,000 employees (comprising 24,000 direct and 8,000 indirect).
55
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements PEARl GlobAl’S PRoGRAMMES FoR ITS PEoPlE
Inclusion-based Programmes
P.A.c.E. (Personal Advancement and career
PoSh (Prevention of Sexual harassment): By
Enhancement): P.A.C.E. is a renowned initiative
by GAP to empower women in workplaces. The
programme has helped Pearl Global’s women
workers’ professional growth within the organisation,
empowering them to take more leadership roles.
collaborating with Marks and Spencer to conduct
gender awareness training, Pearl Global has taken a
positive step towards creating a safe and inclusive
work environment. This training will help create a
more respectful and inclusive workplace where all
employees feel valued and respected.
Innovation-based Programmes
Workplace cooperation Programme: The Workplace Cooperation
Programme, in partnership with GAP Inc., focusses on building
strong relationships and cooperation between the factory
management and other departments. The programme emphasises
the importance of effective communication, increased awareness
about roles and responsibilities, and risk assessment to build
more functional teams and create an environment of trust and
cooperation.
Skill Training: To support its employees’ progress, Pearl Global
facilitates workshops aimed at empowering them to adopt an
entrepreneurial mindset and expand their roles. These workshops
cover a range of areas, including basic computer skills, personal
finance, interpersonal communication, conflict resolution, language
proficiency, and technical training specific to the garment industry.
56
pearl global industries limited Forward-Thinking Approach
At Pearl Global, diversity is recognised as a source
of strength, where different ideas, approaches, and
perspectives are harnessed to drive the organisation
forward. Every individual within the Company is provided
with an equal opportunity to showcase their talent and
make a valuable contribution to the organisation. It
places a strong emphasis on recruiting the most talented
and suitable candidates to join its teams, with a history
spanning several decades of experienced professionals
having worked at Pearl Global.
care
herhealth: HerHealth is a programme specifically
focussed on women’s health, which aims to promote
awareness about health and well-being among low-
income families. The programme seeks to encourage
the adoption of healthy habits in areas, such as
living, eating, and cleaning. As part of its agenda to
reach the target audience, HerHealth programmes
are scheduled periodically in each of Pearl Global’s
factory units located in India, Indonesia & Bangladesh.
Fair Trading Practices: Pearl Global takes pride in its
transparent processes and proactive approaches.
The Company places a high value on building strong
relationships with clients and strives to exceed their
expectations through hard work and dedication.
Awareness camps: Pearl Global recognises that
education on various social issues is critical to
InTERnAl conTRol
SySTEM
Pearl Global possesses robust internal control systems
that effectively oversee the accurate recording,
authorisation, and reporting of transactions, as well as
safeguarding Pearl Global’s assets. Furthermore, the
implementation of SAP in its manufacturing units has been
successfully executed, and the Company is committed to
continuously upgrading this system. To ensure adherence
to internal control procedures, the Company has appointed
Ernst & Young (E&Y) as its internal auditor for its India and
Bangladesh operations, and as its statutory auditor in Hong
Kong. It has also appointed Deloitte as its statutory auditor
in Vietnam. The audit findings are periodically reviewed,
and measures are taken to ensure compliance.
cAUTIonARy STATEMEnT
Investors are cautioned that this discussion contains
statements that involve risks and uncertainties. Words
like anticipate, believe, estimate, intend, will, expect, and
other similar expressions are intended to identify such
sustaining the positive aspects of society. The
Company regularly organises educational camps
and workshops for its workers on a range of topics,
which include gender equality, drug abuse, sexual
harassment, appropriate sexual conduct, women
empowerment, and general health awareness.
forward-looking statements. The Company assumes no
responsibility to amend, modify, or revise any forward-
looking statements, on the basis of any subsequent
developments, information, or events. Besides, the
Company cannot guarantee that these assumptions and
expectations are accurate or will be realised. Actual results,
performance, or achievements could differ materially from
those projected in any such forward-looking statements.
57
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements NOTICE
PEARL GLOBAL INDUSTRIES LIMITED
Registered Office: C-17/1, Paschimi Marg, Vasant Vihar, New Delhi-110 057
Corporate Office: Plot No.51, Sector-32, Gurugram-122001 (Haryana)
Tel: 011-46012471; 0124-4651000, Website: www.pearlglobal.com; e-mail: investor.pgil@pearlglobal.com
CIN: L74899DL1989PLC036849
NOTICE TO MEMBERS
Notice is hereby given that the 34th Annual General Meeting
(AGM) of the Members of Pearl Global Industries Limited will
be held on Monday, July 31, 2023, at 5:00 PM IST through
Video Conferencing
(“VC”)/other Audio-Visual Means
(“OAVM”) (“hereinafter referred to as “electronic mode”) to
transact the following businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt the Standalone and
Consolidated Audited Financial Statements of the
Company for the financial year ended March 31, 2023,
including the Reports of the Board of Directors and
Auditors thereon.
2. To appoint a Director in place of Mr. Pallab Banerjee
(DIN 07193749), who retires by rotation and being
eligible, offers himself for re-appointment.
3. To appoint a Director in place of Mr. Deepak Kumar
(DIN 09497467), who retires by rotation and being
eligible, offers himself for re-appointment.
SPECIAL BUSINESS
4. Adoption of New Set of Memorandum of Association
of the Company in pursuance to the provisions of
Companies Act, 2013
To consider and if thought fit, to pass the following
resolution with or without modification(s), as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
4, 13 and other applicable provisions, if any, of the
Companies Act, 2013 (the Act) read with Companies
(Incorporation) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time
being in force) and in accordance with the Table A of
the Schedule I of the Act, consent of the Members
be and is hereby accorded for adoption of the new
set of Memorandum of Association of the Company,
by replacing the existing set of Memorandum of
Association, which shall Inter-alia include.
i.
Renaming of Clause III (A), III (B) and Clause IV of
the Memorandum of Association of the Company,
as under:
58
Clause III (A)
Clause III (B)
Clause IV
- The objects to be pursued by the
Company on its incorporation are:
- Matters which are necessary for
furtherance of the objects specified
in Clause III (A) are:
- The liability of the member(s) is
limited, and this liability is limited
to the amount unpaid, if any, on the
shares held by them.
ii. Deletion of clause III (C) – “Other Objects of the
Company not included in ‘A’ and ‘B’ above”.
iii. Substitution of words “Companies Act, 1956” and
ancillary provisions with the words “Companies
Act, 2013” and ancillary provisions as appearing
in the existing Memorandum of Association of the
Company.
RESOLVED FURTHER THAT the Board of Directors
and Company Secretary of the Company, be and are
hereby severally authorised to do all such acts, deeds,
matters and things as may be deemed necessary
and/or expedient and to settle any question, difficulty
or doubt that may arise in regard thereto, without
requiring to seek any further approval of the Members
of the Company or otherwise, including acceptance of
any changes as may be suggested by the Registrar of
Companies and/or any other competent authority, for
the purpose of giving effect to this Resolution.”
5. Adoption of New Set of Articles of Association of
the Company in pursuance to the provisions of
Companies Act, 2013
To consider and if thought fit, to pass the following
resolution with or without modification(s), as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of
Sections 5, 14 and other applicable provisions, if
any, of the Companies Act, 2013 (Act) and rules
thereunder including any statutory modification(s)
or re-enactment(s) thereof and subject to necessary
approval(s), as may be required, from the competent
authorities, if any, approval of the Members of the
Company be and is hereby accorded for adoption of
pearl global industries limited
NOTICE (Contd.)
new Articles of Association, in substitution of the
existing Articles of Association of the Company.
RESOLVED FURTHER THAT the Board of Directors
and Company Secretary of the Company, be and are
hereby severally authorised to do all such acts, deeds,
matters and things as may be deemed necessary
and/or expedient and to settle any question, difficulty
or doubt that may arise in regard thereto, without
requiring to seek any further approval of the Members
of the Company or otherwise, including acceptance of
any changes as may be suggested by the Registrar of
Companies and/or any other competent authority, for
the purpose of giving effect to this Resolution.”
6. Revision in remuneration of Mr. Pallab Banerjee (DIN
07193749), Managing Director of the Company
To consider and if thought fit, to pass the following
resolution with or without modification(s), as a Special
Resolution:
“RESOLVED THAT
in continuation of resolution
passed by the Members on March 31, 2022, relating
to appointment and remuneration of Mr. Pallab
Banerjee (DIN: 07193749) as Managing Director of the
Company and pursuant to the provisions of Section
196, 197, 198 and 203 read with Schedule V and all
other applicable provisions of the Companies Act,
2013 (“the Act”) and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014,
applicable provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) (including any statutory modification(s)
or re-enactment thereof for the time being in force) and
Articles of Association of the Company and based on
the recommendation of Nomination and Remuneration
Committee (“NRC”) and the Board of Directors
(“Board”) of the Company, approval of the Members of
the Company be and is hereby accorded for revision
in remuneration of Mr. Pallab Banerjee as Managing
Director of the Company for a period of two (2) years,
with effect from April 01, 2023 to March 31, 2025 (both
days inclusive), as set out in the Explanatory Statement
annexed to the Notice convening this Annual General
Meeting.
RESOLVED FURTHER THAT the other terms and
conditions, as approved by the Members with respect
to the appointment of Mr. Pallab Banerjee, Managing
Director on March 31, 2022 shall remain the same.
RESOLVED FURTHER THAT in the event of loss or
inadequacy of profits in any financial year during his
term of appointment, overall remuneration by way of
salary, perquisites and allowances will be paid to Mr.
Pallab Banerjee, Managing Director, as the minimum
remuneration, in accordance with the provisions of the
Act and the Listing Regulations.
RESOLVED FURTHER THAT
the Board/NRC be
and is hereby authorised to regulate the payment
of remuneration to Mr. Pallab Banerjee, within the
approved limits from time to time.
RESOLVED FURTHER THAT the Board of the Company
(which includes a Committee, constituted for the time
being in force) be and is hereby authorised to do all such
acts, deeds and things, to enter into such agreement(s),
deed(s) of amendment(s) or any such document(s),
as the Board may, in its absolute discretion, consider
necessary, expedient or desirable including power to
sub-delegate, in order to give effect to this resolution
or as otherwise considered by the Board to be in the
best interest of the Company, as it may deem fit.”
7. Re-appointment of Mr. Shailesh Kumar, as
Whole-Time Director of the Company
To consider and if thought fit, to pass the following
resolution with or without modification(s), as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of
Sections 2(94) 196, 197, 198 and 203 read with
Schedule V and all other applicable provisions of the
Companies Act, 2013 (“the Act”) and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules 2014, applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) (including
any statutory modification(s) or re-enactment thereof
for the time being in force) and Articles of Association
of the Company and based on the recommendation
of Nomination and Remuneration Committee (“NRC”)
and the Board of Directors (“Board”) of the Company,
approval of the Members of the Company be and is
hereby accorded for re-appointment of Mr. Shailesh
Kumar (DIN 08897225) as Whole-Time Director of
the Company for a period of three years, commencing
from October 07, 2023 on such terms and conditions
including remuneration as set out in the Explanatory
Statement annexed to the Notice convening this Annual
General Meeting with liberty to the Board of Directors
(including Committee) to alter and vary the terms and
conditions of the said re-appointment /remuneration
in such manner as deemed fit necessary.
RESOLVED FURTHER THAT in the event of loss or
inadequacy of profits in any financial year during his
term of appointment, overall remuneration by way of
salary, perquisites and allowances will be paid to Mr.
59
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements NOTICE (Contd.)
Shailesh Kumar, Whole Time Director, as the minimum
remuneration, in accordance with the provisions of the
Act and the Listing Regulations.
RESOLVED FURTHER THAT the Board/NRC be and
is hereby authorised to regulate the payment of
remuneration to Mr. Shailesh Kumar, within the limits,
from time to time.
RESOLVED FURTHER THAT the Board of the Company
(which includes a Committee, constituted for the time
being in force) be and is hereby authorised to do all such
acts, deeds and things, to enter into such agreement(s),
deed(s) of amendment(s) or any such document(s),
as the Board may, in its absolute discretion, consider
necessary, expedient or desirable including power to
sub-delegate, in order to give effect to this resolution
or as otherwise considered by the Board to be in the
best interest of the Company, as it may deem fit.”
By order of the Board of Directors
for Pearl Global Industries Limited
Place: Gurugram
Date: May 15, 2023
NOTES:
(Shilpa Budhia)
Company Secretary
ICSI Mem. No. A23564
1. Pursuant
to
the General Circular No. 10/2022
dated December 28, 2022, issued by the Ministry
of Corporate Affairs (MCA) and Circular SEBI/HO/
CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023
issued by SEBI (hereinafter collectively referred to as
“the Circulars”), companies are allowed to hold AGM
through VC, without the physical presence of members
at a common venue. Hence, in compliance with the
Circulars, the AGM of the Company is being held
through VC.
2. Since the AGM will be held through VC / OAVM, the
Route Map is not annexed in this Notice.
3. The relevant details, pursuant to Regulation 36(3) of the
SEBI (Listing Obligation and Disclosure Requirements),
Regulations, 2015
(“Listing Regulations”) and
Secretarial Standard on General Meetings (SS-2)
issued by the Institute of Company Secretaries of
India, in respect of Director seeking appointment/
re-appointment at this AGM is annexed herewith.
4. Pursuant to the provisions of the Companies Act, 2013
(the Act) a member entitled to attend and vote at the
AGM is entitled to appoint a proxy to attend and vote on
his/her behalf and the proxy need not be a Member of
the Company. Since this AGM is being held pursuant to
60
the MCA & SEBI Circulars through VC / OAVM, physical
attendance of Members has been dispensed with.
Accordingly, the facility for appointment of proxies by
the Members will not be available for the AGM and
hence the Proxy Form and Attendance Slip are not
annexed to this Notice.
5. Corporate members intending to send their authorised
representatives to attend the AGM pursuant to Section
113 of the Act, are requested to send to the Company,
a certified copy (in PDF/ JPG Format) of the relevant
Board Resolution/ Authority letter etc. authorising its
representatives to attend the AGM through VC / OAVM
on their behalf and to vote through remote e-voting, by
e-mail to investor.pgil@pearlglobal.com with a copy
marked to evoting@nsdl.co.in.
6. The Members may join the 34th AGM through VC/
OAVM facility by following the procedure mentioned
herein below in the Notice which shall be kept open for
the Members from 04:30 P.M. IST i.e.30 (thirty) minutes
before the time scheduled to start the 34th AGM and
the Company may close the window for joining the VC/
OAVM facility 30 (thirty) minutes after the scheduled
time to start the 34th AGM. Members may note that the
VC/ OAVM facility allows participation of at least 1,000
Members on a ‘first come first served’ basis. The large
Shareholders (i.e. Shareholders holding 2% or more),
Promoters,
Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit
Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee, auditors
etc. can attend the 34th AGM without any restriction on
account of ‘first come first served’ basis.
Institutional
7. The attendance of the Members participating in the
34th AGM through VC/ OAVM facility shall be counted
for the purpose of reckoning the quorum under Section
103 of the Act.
8. Voting rights shall be reckoned on the paid-up value
of shares registered in the name of member/beneficial
owners (in case of electronic shareholding) as on the
cut-off date i.e. Monday, July 24, 2023. A person who
is not a member as on the cut-off date is requested to
treat this Notice for information purposes only.
9.
In compliance with the Circulars, the Annual Report
2022-23, the Notice of the 34th AGM, and instructions
for e-voting are being sent through electronic mode to
those members whose email addresses are registered
with the Company / Depository Participant(s) (DP).
10. Members may please note that the Annual Report
including Notice of the 34th AGM of the Company will
also be available on the website of the Company at
pearl global industries limited
NOTICE (Contd.)
www.pearlglobal.com. The same can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.
bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.
11. We urge members to support our commitment to environmental protection by choosing to receive the Company’s
communication through email. Members holding shares in demat mode, who have not registered their email addresses
are requested to register their email addresses with their respective DP, and members holding shares in physical mode are
requested to update their email addresses with the Company’s Registrar & Share Transfer Agents (RTA), Link Intime India
Private Limited at delhi@linkintime.co.in, to receive copies of the Annual Report 2022-23 in electronic mode. Members may
follow the process detailed below for registration of email ID to obtain the report and update of bank account details for the
receipt of dividend.
Type of holder Process to be followed
Physical
For availing the following investor services, send a written request in the prescribed forms to the RTA of
the Company, Link Intime India Private Limited either by email to delhi@linkintime.co.in or by post to Link
Intime India Private Limited, Noble Heights, 1st floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market,
Janakpuri, New Delhi – 110058
Form for availing investor services to register PAN, email address, bank details and
other KYC details or changes / update thereof for securities held in physical mode
Form ISR-1
Update of signature of securities holder
For nomination as provided in Rule 19(1) of the Companies (Share Capital and
Debentures) Rules, 2014
Declaration to opt out
Form ISR-2
Form SH-13
Form ISR-3
Cancellation of nomination by the holder(s) (along with ISR-3) / Change of nominee
Form SH-14
Form for requesting issue of duplicate certificate and other service requests for shares
/ debentures / bonds, etc., held in physical form
Form ISR-4
Demat
Please contact your DP and register your email address and bank account details in
your demat account, as per the process advised by your DP.
-
12. Members must quote their Folio No. /Demat Account
No. and contact details such as e-mail address, contact
no. etc. in all their correspondence with the Company’s
RTA, Link Intime India Private Limited.
SEBI has mandated the submission of PAN, KYC details
and nomination by holders of physical securities by
October 01, 2023, and linking PAN with Aadhaar by
June 30, 2023 vide its circular dated March 16, 2023.
Shareholders are requested to submit their PAN, KYC
and nomination details to the Company’s RTA, Link
Intime
India Private Limited, at delhi@linkintime.
13.
co.in. The forms for updating the same are available
at
https://www.pearlglobal.com/investor-relations/.
Members holding shares
in electronic form are,
therefore, requested to submit their PAN to their DP. In
case a holder of physical securities fails to furnish PAN
and KYC details before October 01, 2023 or link their
PAN with Aadhaar before June 30, 2023, in accordance
with the SEBI circular dated March 16, 2023, RTA is
obligated to freeze such folios. The securities in the
frozen folios shall be eligible to receive payments
(including dividend) and lodge grievances only after
furnishing the complete documents. If the securities
continue to remain frozen as on December 31, 2025,
the RTA / the Company shall refer such securities
to the administering authority under the Benami
Transactions (Prohibitions) Act, 1988, and / or the
Prevention of Money Laundering Act, 2002.
In terms of the Listing Regulations, securities of listed
companies can only be transferred in dematerialised
form with effect from April 01, 2019. In view of the
above, Members are advised to dematerialise shares
held by them in physical form.
14. The Members may please note that the Company has
declared the following dividends during the year in
compliance with the Dividend Distribution Policy:
61
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
NOTICE (Contd.)
Particulars
Date of Declaration
1st Interim Dividend
November 11, 2022
Record Date
Rate of Dividend per share (Face Value of ` 10 per share) ` 2.5/- per Equity Share
%
Total Payout (` in Lakhs)
November 23, 2022
541.60
25
2nd Interim Dividend
May 15, 2023
May 26, 2023
` 5/- per Equity Share
50
1083.20
Members are requested to note that in terms of Section 124 and 125 of the Act, dividend remaining unclaimed for a
period of seven years from the date of transfer to the Company’s unpaid dividend Account shall be transferred to the
Investor Education and Protection Fund (“IEPF”) and all shares on which dividend has not been paid or claimed for seven
consecutive years or more shall also be transferred to IEPF Authority as notified by the MCA.
The Company has been transferring the unpaid or unclaimed dividends from time to time on due dates to the IEPF.
Information in respect of unclaimed dividend including when due for transfer to the IEPF is given below:
Financial year ended
31.03.2016
31.03.2016
31.03.2017
31.03.2018
31.03.2019
31.03.2022
31.03.2023
31.03.2023
Rate of Dividend per
equity share
`2.50/- (Interim)
`0.50/- (Final)
`3.00/- (Final)
`2.00/- (Final)
`3.00/- (Final)
`5.00/- (Interim)
`2.50/- (Interim)
`5.00/- (Interim)
Date of declaration of
Dividend
11.03.2016
27.09.2016
28.09.2017
24.09.2018
24.09.2019
25.05.2022
11.11.2022
15.05.2023
Last date for claiming
unpaid Dividend
09.04.2023
26.10.2023
27.10.2024
23.10.2025
23.10.2026
24.06.2029
10.12.2029
14.06.2030
Due date for transfer
to IEPF
08.05.2023
25.11.2023
26.11.2024
22.11.2025
22.11.2026
23.07.2029
09.01.2030
13.07.2030
Members who have not claimed their dividend so far,
are requested to make their claim to the Company or
to the RTA of the Company at Link Intime India Private.
Limited, Noble Heights, 1st Floor, Plot NH-2, C-1 Block
LSC, Near Savitri Market, Janakpuri, New Delhi-110058.
15. Members who wish to obtain any information about the
Company or the financial statements for the financial
year ended March 31, 2023, may send their queries at
investor.pgil@pearlglobal.com at least 7 (Seven) days
before the date of 34th AGM. The same will be replied
by/ on behalf of the Company suitably.
16.
In case of joint holders attending the 34th AGM, the
Member whose name appears as the first holder in the
order of names as per the Register of Members of the
Company will be entitled to vote.
17. E-VOTING
In compliance with provisions of Section 108 of the the
Act read with Rule 20 of the Companies (Management
(as amended),
and Administration) Rules, 2014
Secretarial Standard on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India
(“ICSI”) and Regulation 44 of the Listing Regulations, the
Company is pleased to provide its Members the facility
to cast their votes either for or against each resolutions
set forth in the Notice of the 34th AGM using electronic
voting system (‘remote e-voting’) and e-voting (during
the 34th AGM), provided by NSDL and the businesses
may be transacted through such voting.
Only those Members who will be present in the 34th
AGM through VC / OAVM facility and have not cast
their vote on the resolutions through remote e-voting,
and are otherwise not barred from doing so, shall be
eligible to vote through e-voting system during the 34th
AGM.
The voting period begins on Friday, July 28, 2023 (9.00
AM IST) and ends on Sunday, July 30, 2023 (5.00 PM
IST). During this period, Members holding shares either
in physical or dematerialised form, as on cut-off date,
i.e., as on Monday, July 24, 2023 may cast their votes
electronically. Any person, who acquires shares of the
Company and becomes a Member of the Company
after dispatch of the Notice of 34th AGM and holds
shares as of the cut-off date, may obtain the login ID
and password by sending a request at investor.pgil@
pearlglobal.com or evoting@nsdl.co.in. However, if a
member is already registered with NSDL for e-voting,
then he/she can use existing user id and password/
PIN for casting the vote.
62
pearl global industries limited NOTICE (Contd.)
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode
In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in
their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders
Login Method
Individual Shareholders holding
securities in demat mode with
NSDL.
1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://
eservices.nsdl.com either on a Personal Computer or on a mobile. On the
e-Services home page click on the “Beneficial Owner” icon under “Login”
which is available under ‘IDeAS’ section, this will prompt you to enter your
existing User ID and Password. After successful authentication, you will be
able to see e-Voting services under Value added services. Click on “Access to
e-Voting” under e-Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider i.e. NSDL and you will be
re-directed to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting
experience.
63
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements NOTICE (Contd.)
Type of shareholders
Login Method
Individual Shareholders holding
securities in demat mode with
CDSL
Individual Shareholders (holding
securities in demat mode)
login through their depository
participants
1. Users who have opted for CDSL Easi / Easiest facility, can login through their
existing User Id and Password. Option will be made available to reach e-Voting
page without any further authentication. The users to login Easi /Easiest are
requested to visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then user your existing my easi Username &
Password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user will
be able to see e-Voting page of the e-Voting service provider for casting your
vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access the system of
all e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at
CDSL website www.cdslindia.com and click on login & New System Myeasi Tab
and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on www.cdslindia.
com home page. The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where the evoting is
in progress and also able to directly access the system of all e-Voting Service
Providers.
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon
logging in, you will be able to see e-Voting option. Click on e-Voting option, you
will be redirected to NSDL/CDSL Depository site after successful authentication,
wherein you can see e-Voting feature. Click on company name or e-Voting Service
Provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type
Helpdesk details
Individual Shareholders holding
securities in demat mode with NSDL
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 -
2499 7000
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request at helpdesk.evoting@cdslindia.com or contact at toll free
no. 1800 22 55 33
64
pearl global industries limited NOTICE (Contd.)
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.
com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown
on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on
e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL)
or Physical
Your User ID is:
a) For Members who hold shares in demat account
with NSDL.
b) For Members who hold shares in demat account
with CDSL.
c) For Members holding shares in Physical Form.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12**************
then your user ID is 12**************
EVEN Number followed by Folio Number registered
with the Company
For example if folio number is 001*** and EVEN is
101456 then user ID is 101456001***
5. Password details for shareholders other
than Individual shareholders are given below:
a)
b)
registered
If you are already
for
e-Voting, then you can user your
existing password to login and cast
your vote.
If you are using NSDL e-Voting system
for the first time, you will need to
retrieve the ‘initial password’ which
was communicated to you. Once you
‘initial password’, you
retrieve your
need to enter the ‘initial password’ and
the system will force you to change
your password.
c) How to retrieve your ‘initial password’?
(i)
If your email ID is registered in
your demat account or with the
Company, your ‘initial password’
is communicated to you on your
email ID. Trace the email sent
to you from NSDL from your
mailbox. Open the email and open
the attachment i.e. a .pdf file. Open
the .pdf file. The password to open
the .pdf file is your 8 digit client ID
for NSDL account, last 8 digits of
client ID for CDSL account or folio
number for shares held in physical
form. The
.pdf file contains
your ‘User ID’ and your ‘initial
password’.
If your email ID is not registered,
please follow steps mentioned
below
those
shareholders whose email ids are
not registered.
in process
for
(ii)
6.
If you are unable to retrieve or have not
received the “ Initial password” or have
forgotten your password:
a. Click on
“Forgot User Details/
Password?” (If you are holding shares
in your demat account with NSDL or
CDSL) option available on www.evoting.
nsdl.com.
65
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
NOTICE (Contd.)
b. Physical User Reset Password?” (If you
are holding shares in physical mode)
option available on www.evoting.nsdl.
com.
c.
If you are still unable to get the
password by aforesaid two options, you
can send a request at evoting@nsdl.
co.in mentioning your demat account
number/folio number, your PAN, your
name and your registered address etc.
d. Members can also use the OTP (One
Time Password) based login for casting
the votes on the e-Voting system of
NSDL.
7. After entering your password, tick on Agree
to “Terms and Conditions” by selecting on
the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home
page of e-Voting will open.
Step 2: Cast your vote electronically and join AGM on
NSDL e-Voting system.
How to cast your vote electronically and join AGM on
NSDL e-Voting system?
1. After successful login at Step 1, you will be able
to see all the companies “EVEN” in which you
are holding shares and whose voting cycle and
General Meeting is in active status.
2. Select “EVEN” of company for which you wish to
cast your vote during the remote e-Voting period
and casting your vote during the General Meeting.
For joining virtual meeting, you need to click on
“VC/OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page
opens.
4. Cast your vote by selecting appropriate options
i.e. assent or dissent, verify/modify the number
of shares for which you wish to cast your vote
and click on “Submit” and also “Confirm” when
prompted.
5. Upon confirmation, the message “Vote cast
successfully” will be displayed.
6. You can also take the printout of the votes cast
by you by clicking on the print option on the
confirmation page.
7. Once you confirm your vote on the resolution, you
will not be allowed to modify your vote.
66
General Guidelines for shareholders
1.
2.
3.
(i.e. other
shareholders
Institutional
than
individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant
letter etc. with
Board Resolution/ Authority
attested specimen signature of the duly authorised
signatory(ies) who are authorised to vote, to the
Scrutiniser CS Jayant Sood (C.P. No. 22410)
proprietor of M/s Jayant Sood and Associates
(Company Secretaries) by e-mail to jayantksood@
benchwalklaw.com with a copy marked
to
Institutional shareholders
evoting@nsdl.co.in.
(i.e. other than individuals, HUF, NRI etc.) can also
upload their Board Resolution / Power of Attorney
/ Authority Letter etc. by clicking on "Upload
Board Resolution / Authority Letter" displayed
under "e-Voting" tab in their login.
It is strongly recommended not to share your
password with any other person and take utmost
care to keep your password confidential. Login
to the e-voting website will be disabled upon
five unsuccessful attempts to key in the correct
password. In such an event, you will need to go
through the “Forgot User Details/Password?” or
“Physical User Reset Password?” option available
on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and
e-voting user manual for Shareholders available
at the download section of www.evoting.nsdl.com
or call on.: 022 - 4886 7000 and 022 - 2499 7000
or send a request to Pallavi Mhatre at evoting@
nsdl.co.in
Process for those shareholders whose email ids are
not registered with the depositories for procuring
user id and password and registration of e mail ids
for e-voting for the resolutions set out in this notice:
1.
2.
In case shares are held in physical mode please
provide Folio No., Name of shareholder, scanned
copy of the share certificate (front and back),
PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar
Card) by email to (investor.pgil@pearlglobal.com).
In case shares are held in demat mode, please
provide DPID-CLID (16 digit DPID + CLID or 16
digit beneficiary ID), Name, client master or copy
of Consolidated Account statement, PAN (self
attested scanned copy of PAN card), AADHAR
(self attested scanned copy of Aadhar Card) to
pearl global industries limited NOTICE (Contd.)
(investor.pgil@pearlglobal.com). If you are an
Individual shareholders holding securities
in
demat mode, you are requested to refer to the
login method explained at step 1 (A) i.e. Login
method for e-Voting and joining virtual meeting
for Individual shareholders holding securities in
demat mode.
3. Alternatively shareholder/members may send a
request to evoting@nsdl.co.in for procuring user
id and password for e-voting by providing above
mentioned documents.
4.
In terms of SEBI circular dated December 09, 2020
on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities
in
demat mode are allowed to vote through their
demat account maintained with Depositories
and Depository Participants. Shareholders are
required to update their mobile number and email
ID correctly in their demat account in order to
access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING
ON THE DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM
is same as the instructions mentioned above for
remote e-voting.
2. Only those Members/ shareholders, who will be
present in the AGM through VC/OAVM facility
and have not casted their vote on the Resolutions
through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote
through e-Voting system in the AGM.
3. Members who have voted through Remote
e-Voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the
AGM.
4. The details of the person who may be contacted
for any grievances connected with the facility for
e-Voting on the day of the AGM shall be the same
person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE
AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend
the AGM through VC/OAVM through the NSDL
e-Voting system. Members may access by
following the steps mentioned above for Access
to NSDL e-Voting system. After successful login,
you can see link of “VC/OAVM” placed under “Join
meeting” menu against company name. You are
requested to click on VC/OAVM link placed under
Join Meeting menu. The link for VC/OAVM will be
available in Shareholder/Member login where the
EVEN of Company will be displayed. Please note
that the members who do not have the User ID
and Password for e-Voting or have forgotten the
User ID and Password may retrieve the same
by following the remote e-Voting instructions
mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting
through Laptops for better experience.
3.
Further Members will be required to allow Camera
and use Internet with a good speed to avoid any
disturbance during the meeting.
4. Please note that Participants Connecting from
Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience
Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate
any kind of aforesaid glitches.
5. Shareholders who would like to express their
views/have questions may send their questions
in advance mentioning their name demat account
number/folio number, email id, mobile number at
(investor.pgil@pearlglobal.com). The same will be
replied by the Company suitably.
a. Shareholders who would
like to speak
during the meeting must register their
request 7(Seven) days in advance i.e. on
or before July 24, 2023, with the Company
on the specific email id i.e. investor.pgil@
pearlglobal.com.
b. Shareholders will get confirmation on first
cum first basis.
c.
Shareholders will receive “speaking serial
number” once they mark attendance for the
meeting.
d. Please remember speaking serial number
and start your conversation with panelist by
switching on video mode and audio of your
device.
Shareholders are requested to speak only when
moderator of the meeting/ management will announce
the name and serial number for speaking.
18. CS Jayant Sood (C.P. No. 22410) proprietor of M/s
Jayant Sood and Associates (Company Secretaries)
67
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements NOTICE (Contd.)
has been appointed as the Scrutiniser to scrutinise the
remote e-voting process and voting during 34th AGM in
the total votes cast in favour or against, if any, to the
Chairman or a person authorised by him in writing who
a fair and transparent manner.
shall countersign the same.
19. The Scrutiniser shall, immediately after the conclusion
20. The Results shall be declared on or after the AGM of
of voting at the general meeting, first count the votes
the Company. The Results declared along with the
cast at the meeting, thereafter unblock the votes cast
Scrutiniser’s Report shall be placed immediately on
through remote e-voting in the presence of at least
the Company’s website www.pearlglobal.com and on
two witnesses not in the employment of the Company
the website of NSDL and communicated to the BSE
and make, not later than three days of conclusion of
Limited and National Stock Exchange of India Limited
the meeting, a Consolidated Scrutiniser’s Report of
simultaneously.
EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
As required by Section 102 of the Companies Act, 2013 the
following Explanatory Statement sets out all material facts
relating to the business mentioned under Item No. 4 to 7 of
the accompanying Notice dated May 15, 2023:
Item No.s. 4 & 5
Consequent to the enactment of the Companies Act,
2013 (the Act) and subsequent amendments thereof, the
regulatory provisions have undergone comprehensive
changes which necessitates several amendments in the
Memorandum of Association (“MOA”) and Articles of
Association (“AOA”) of the Company including deletion
of certain redundant Articles in the AOA and alignment of
objects clause in the MOA. Pursuant to the provisions of the
Section 13 & 14 and other applicable provisions, if any, of the
Act and rules made thereunder, approval(s) of the Members
of the Company by means of a Special Resolution is required
for alteration of MOA and AOA by adoption of new set of
MOA & AOA in substitution of existing MOA and AOA so that
the new MOA and AOA are consistent and in alignment with
the provisions of the Act and the rules made thereunder.
Copy of the proposed MOA and AOA is available on the
website of the Company at https://www.pearlglobal.com/
investor-relations/ and would also be available at the
Registered Office of the Company for inspection by the
Members during the business hours up to the date of the
AGM.
None of the Directors or Key Managerial Personnel of the
Company and/or their relatives is concerned or interested,
financially or otherwise, in the resolution set out at Item Nos.
4 & 5 of the Notice.
The Board recommends the resolution set out at item nos.
4 & 5 of the Notice for approval of the Members as a Special
Resolution.
Item No. 6
Mr. Pallab Banerjee is currently the Managing Director of the
Company. He was appointed as the Managing Director for
a period of 3 (three) years at a remuneration not exceeding
` 2.75 crores per annum for a period of three years with
effect from April 01, 2022 to March 31, 2025.
Further, Mr. Pallab Banerjee had been granted 60,000 Stock
options at a face value of ` 10/- each under Pearl Global
Industries Limited Employee Stock Option Plan 2022 (“ESOP
2022”) which will be vested equally over a period of 4 years
with effect from October 10, 2023, on the criteria as laid
down by the Nomination and Remuneration Commitee of
the Company.
The Board of Directors at its meeting held on May 15, 2023,
considered and recommended payment of remuneration
upto ` 3.75 crores per annum to Mr. Pallab Banerjee for a
period of two years with effect from April 01, 2023 till March
31, 2025, upon the recommendation of Nomination and
Remuneration Committee as per the details given below:
A) Gross salary upto ` 3.75 Crores p.a. (Basic Salary,
Perquisites, Allowances, Variable pay/Bonus);
B) Apart from the above, Perquisite value on Stock
Options, if any, arising on account of exercise of Stock
Options vested on or before March 31, 2025;
C) Reimbursement of actual business expenses of
Conveyance
including Driver and Entertainment
reimbursement, Provident Fund & Gratuity and other
benefits as per Company’s rules.
68
pearl global industries limited NOTICE (Contd.)
Mr. Pallab Banerjee’s three decades of experience in the
Item No. 7
apparel industry has provided him with strategic thinking
and keen market analysis that can help the Company to
navigate the ever-changing industry landscape effectively.
He has built a knack for identifying emerging global trends
and leveraging them to the Company’s advantage, ensuring
that the Company stays ahead of the competition.
Based on the strong performance of the Company in
terms of operational efficiency across geographies,
better profitability on account of higher realisation, under
the leadership of Mr. Pallab Banerjee, the Committee
considered and recommended to the Board for increase in
his remuneration as mentioned above.
The board, in its discretion, shall regulate the remuneration,
from time to time, within the aforementioned
limits
prescribed.
The proposed remuneration of Mr. Pallab Banerjee is aligned
with the current and emerging remuneration practices and
trends for similar positions in the corporate sector in India,
Mr. Shailesh Kumar was initially appointed as a Whole-
Time Director of the Company with effect from October 07,
2020 for a period of three years. His tenure will get over on
October 06, 2023. Considering his valuable contribution and
expertise in field of HR, the Board of Directors at its meeting
held on May 15, 2023, based on the recommendation of
Nomination and Remuneration Committee, have approved
the re-appointment of Mr. Shailesh Kumar (DIN 08897225)
as a Whole-Time Director of the Company, with effect from
October 07, 2023 for a further period of three years at a
remuneration as detailed below, subject to approval of the
members.
A) Gross salary upto ` 30 Lakhs p.a. (Basic Salary,
Perquisites, allowances, variable pay)
B) Reimbursement of actual business expenses of
Conveyance
including Driver and Entertainment
reimbursement, Provident Fund & Gratuity and other
benefits as per Company’s rules.
as well as Nomination and Remuneration Policy of the
The board, in its discretion, shall regulate the remuneration,
Company as prescribed under the Companies Act, 2013 (the
from time to time, within the aforementioned
limits
Act) and Listing Regulations.
prescribed.
Shareholders’ approval is sought for revision in remuneration
Mr. Shailesh Kumar is not disqualified from being appointed
of Mr. Pallab Banerjee as Managing Director of the Company.
as Director in terms of Section 164 of the Companies Act,
The Remuneration payable to Mr. Pallab Banerjee is within
2013 (the Act) Further, the Company has received all the
the limits as provided under Section 196, 197 and 203 read
necessary disclosures under the Act and Listing Regulations
with Schedule V and other applicable provisions of the Act.
pertaining to his re-appointment.
The terms as set out in the resolution and explanatory
Shareholders’ approval is sought for re-appointment of
statement may be treated as a written memorandum
Mr. Shailesh Kumar as Whole Time Director and payment
setting out terms of remuneration of Mr. Pallab Banerjee
of remuneration. The proposed remuneration is within the
under Section 190 of the Act.
Additional information with respect to Mr. Pallab Banerjee,
limits as provided under Section 196, 197 and 203 read with
Schedule V and other applicable provisions of the the Act.
pursuant to Regulation 36(3) of Listing Regulations,
The terms as set out in the resolution and explanatory
and Secretarial Standard 2 issued by ICSI is annexed as
statement may be treated as a written memorandum
Annexure-1 to this Notice.
setting out terms of appointment of Mr. Shailesh Kumar
None of the Directors and Key Managerial Personnel of the
under Section 190 of the the Act.
Company, or their relatives, except Mr. Pallab Banerjee, is
Additional information with respect to Mr. Shailesh Kumar,
interested, financially or otherwise, in this Resolution.
pursuant to Regulation 36(3) of the Listing Regulations,
Your Directors recommend the passing of the resolution at
and Secretarial Standard 2 issued by ICSI is annexed as
Item no. 6 as a Special Resolution.
Annexure-1 to this Notice.
As prescribed by the Ministry of Corporate Affairs (MCA)
Circular No. 20/2020 dated May 05, 2020, the copies of the
resolutions passed at the meeting of the NRC and the Board
None of the Directors and Key Managerial Personnel of the
Company, or their relatives, except Mr. Shailesh Kumar, is
interested, financially or otherwise, in this Resolution.
of Directors shall be made available for inspection of the
Your Directors recommend the passing of the resolution at
Members through electronic mode.
Item no. 7 as a Special Resolution.
Statement Pursuant to Section II of Part II of Schedule V of
As prescribed by the Ministry of Corporate Affairs (MCA)
the Companies Act, 2013, is provided in the notice.
Circular No. 20/2020 dated May 05, 2020, the copies of the
69
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements NOTICE (Contd.)
resolutions passed at the meeting of the Nomination and Remuneration Committee and the Board of Directors shall be made
available for inspection of the Members through electronic mode.
Statement Pursuant to Section II of Part II of Schedule V of the Companies Act, 2013, is provided below:
Statement pursuant to the provisions of Section II of Part II of Schedule V of the Companies Act, 2013
I. GENERAL INFORMATION
1. Nature of industry
2. Date or expected date
of commencement of
commercial production
3.
In case of new
companies, expected
date of commencement
of activities as per project
approved by financial
institutions appearing in
the prospectus
4. Financial performance
based on given indicators
Pearl Global Industries Limited is engaged in manufacture and exports of Ready to Wear
Apparels.
The date of commencement of commercial production (in erstwhile Pearl Global Limited,
since merged with the Company) was December 07, 1987.
Not Applicable
2022-23
2021-22
2020-21
(` in Lakhs)
Revenue from operations
1,10,377.07
3,15,840.92
93377.06
271352.90
77140.04
149092.65
Standalone
Consolidated
Standalone
Consolidated
Standalone
Consolidated
Profit Before Tax
Profit After Tax
6,167.05
5,381.65
17,584.92
15,299.22
3610.59
2715.78
8581.82
7010.88
-919.52
77.40
1135.56
1748.32
5. Foreign
investments or
collaborators, if any
Apart from holding 31,93,718 equity shares of `10/- each of your Company by 84 NRI/FPI/
Members/Folios representing approx 14.74% of the total paid up Capital of the Company as
on March 31, 2023, there is no other foreign investment in the Company.
II.
INFORMATION ABOUT THE APPOINTEE
Information
Mr. Pallab Banerjee
Mr. Pallab Banerjee, aged about 54 years,
holds B.Sc. (Hons) degree and Postgraduate
in Apparel Manufacturing and Marketing
from NIFT and Financial Management from
eCornel. Having three decades of experience
in the apparel industry has provided him with
strategic thinking and keen market analysis
that can help the Company to navigate the
ever-changing industry landscape effectively.
He has built a knack for identifying emerging
global trends and leveraging them to our
advantage, ensuring that the Company can
stay ahead of the competition.
the operations of
He is the Managing Director of the Company
and overseeing
the
Company.
` 2.75 crores p.a.
N.A.
1. Background Details
2. Past Remuneration
3. Recognition or Awards
70
Mr. Shailesh Kumar
Mr. Shailesh Kumar, aged about 53 years,
holds Bachelor degree in Science from Magadh
University, Post Graduate Diploma in Personnel
Management &
from
LNMI Patna and Diploma in Labour Laws with
Administrative Law from Annamalai University
and having more than 29 years of experience in
the field of HR and Personnel Management and
Labour Laws Compliances.
Industrial Relations
He is the Whole Time Director of the Company.
He is overseeing day-to-day affairs of HR
functions and the
factory affairs of the
Company.
` 18 Lakh p.a.
N.A
pearl global industries limited NOTICE (Contd.)
4. Job Profile and their
Suitability
Mr. Pallab Banerjee, Managing Director,
is responsible for overall operations and
management of the Company and shall
perform such duties and services as shall
from time to time be entrusted to him by the
Board of Directors of the Company.
Mr. Shailesh Kumar, Whole Time Director
shall manage
the day-to-day affairs of
the HR functions and factory affairs of the
Company and shall also carry out all duties and
functions subject to the supervision, control
and directions of the Board of Directors of the
Company.
5. Remuneration Proposed
As per the explanatory statement as set
out in item no. 6
As per the explanatory statement as set out
in item no. 7
6. Comparative
Remuneration profile with
respect to industry, size
of the Company profile of
position and person
the
experience
Considering
and
responsibilities of Mr. Pallab Banerjee,
the remuneration being proposed to be
paid to him is reasonable and in line with
remuneration levels in the industry.
Considering the experience and responsibilities
of Mr. Shailesh Kumar the remuneration being
proposed to be paid to him is reasonable and
in line with remuneration levels in the industry.
7. Pecuniary relationship
NIL
NIL
directly or indirectly with
the Company or with the
managerial personnel, if
any.
III OTHER INFORMATION
1. Reasons of loss or
inadequate profits
The profit on standalone basis is inadequate, however on group level, the performance of the
Company was exceptionally well.
2. Steps taken or proposed
to be undertaken for
improvements
3. Expected increase in
productivity and profits in
measurable terms
IV DISCLOSURES
The revenue segmentation of India Business is majorly from outside India, in a highly
competitive and transparent industry, leaving a lower space for margins for India Entity.
The Company is taking suitable steps for increasing the profit of the Company like operational
efficiencies, better products mix, new customer addition.
On standalone basis, the Sales Turnover of your Company during the year 2022-23 was
` 1,10,377.07 Lakhs. The Company’s Profit after tax was `5,381.65 Lakhs for the financial
year 2022-23.
Considering the current year growth, the Company is targeting a revenue growth of 15-20%
CAGR over the next 3 to 4 years.
The Disclosures under point no. IV of Section II of Part II of Schedule V of the Companies Act, 2013 is detailed in Corporate
Governance Report included in Annual Report 2022-23.
The Company has not defaulted in payment of dues to any bank or public financial institution or non-convertible debenture
holders or any other secured creditor.
This Explanatory Statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of
the Act.
71
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements NOTICE (Contd.)
Details of Directors seeking appointment/re-appointment including variation as required under the terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard issued by ICSI under Item Nos. 2, 3, 6 &
7 of the accompanying Notice.
Details of Directors seeking re-appointment at the forthcoming Annual General Meeting
ANNEXURE 1
Pallab
Mr.
07193749)
54 years
Banerjee
(DIN
Mr. Deepak Kumar (DIN
09497467)
Mr. Shailesh Kumar
(DIN 08897225)
42 years
53 years
Bachelor’s from Delhi University
and Diploma holder in Apparel
Marketing & Merchandising from
NIFT, Financial Management from
E Cornell.
Bachelor degree in Science
from MDU Rohtak, Post
Graduate from Symbiosis
Pune.
in
He has been
the Apparel
Industry for three decades with
experience
in Supply Chain
is able
Strategic Solutions. He
to devise competitive, long term
strategies, with the unique ability
to identify trends that the brands
pick on and develop.
He has been in corporate
industry for the last two
decades particularly
in
the field of Administrative
activities.
Bachelor degree
in Science
from Magadh University, Post
Graduate Diploma in Personnel
Industrial
Management &
Relations from LNMI Patna
and Diploma in Labour Laws
with Administrative Law from
Annamalai University.
He has more than 29 years of
experience in the field of HR
and Personnel Management
and Labour Laws Compliances.
01/10/2021
14/02/2022
07/10/2020
Being an Executive Director, he
holds 10354 shares
NIL
He holds directorship
following Companies:
(i) Pearl Global Kaushal Vikas
the
in
NIL
NIL
NIL
Limited
(ii) SBUYS E-Commerce Limited
(iii) SEAD Apparels Private Limited
He holds membership in Finance
Committee and Risk Management
Committee of the Company.
NIL
None
NIL
NIL
None
None
Name of the Directors
Age
Qualifications
Experience (including
expertise in specific
functional area) / Brief
resume
Date of first appointment on
the Board
Shareholding of non-
executive directors in the
listed entity, including
shareholding as a beneficial
owner as on March 31, 2023
Directorships held in
other public companies
including private companies
which are subsidiaries
of public companies
(excluding foreign
companies) Memberships/
Chairmanships of
committees across all
companies
Directorships held in listed
entities from which the
person has resigned in the
past three years
Inter-se relationships
between Directors, Manager
and other Key Managerial
Personnel
72
pearl global industries limited NOTICE (Contd.)
No. of Board Meetings
attended during the financial
year 2022-23
6
Terms and conditions of
re-appointment
Details of last drawn
remuneration and proposed
remuneration
All
terms and conditions of
appointment as per applicable
policies of the Company. As a
Director he is liable to retire by
rotation.
Last drawn remuneration: `267.13
Lakh p.a.
Proposed
As
detailed in explanatory statement
item no. 6.
remuneration:
4
5
All terms and conditions
of appointment as per
applicable policies of the
Company. As a Director he
is liable to retire by rotation.
All terms and conditions of
appointment as per applicable
policies of the Company. As a
Director he is liable to retire by
rotation.
Last drawn remuneration:
` 21.74 Lakh p.a
Proposed
No change
remuneration.
remuneration:
in existing
Last drawn
` 16.39 Lakh p.a.
Proposed
As detailed
statement item no. 7.
Remuneration:
in explanatory
remuneration:
73
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements DIRECTORS’ REPORT
To the Members,
Your Directors have pleasure in presenting their 34th Annual Report on the business and operations of the company together
with the Audited Financial Statements for the financial year ended March 31, 2023.
FINANCIAL RESULTS
Particulars
Standalone
Consolidated
Income from operations
Other Income
Total Income
EBITDA
Profit before Tax
Provision for Tax
Net Profit /(loss) for the period
Earnings per share
2022-23
110,377.07
3,035.51
113,412.58
6,959.91
6,167.05
785.40
5,381.65
24.84
2021-22
93,377.06
3,204.83
2022-23
315,840.92
2,280.99
96,581.89
318,121.91
4,098.96
3,610.59
894.81
2,715.78
12.54
25,553.50
17,584.92
2,285.70
15,299.22
68.90
(` in Lakh)
2021-22
271,352.90
3,345.94
274,698.84
14,058.11
8,581.82
1,570.94
7,010.88
31.46
FINANCIAL PERFORMANCE, STATE OF THE AFFAIRS OF
THE COMPANY AND FUTURE OUTLOOK
During the year, your Company’s consolidated income from
operations was ` 315,840.92 Lakh as against ` 271,352.90
Lakh in the previous year and Net Profit ` 15,299.22 Lakh as
against Net Profit ` 7,010.88 Lakh in the previous year.
Further, during the year, your Company’s standalone income
from operations was ` 110,377.07 Lakh as compared
to ` 93,377.06 Lakh in the previous year and Net Profit
` 5,381.65 Lakh as compared to Net Profit ` 2,715.78 Lakh
in the previous year.
The Company has reported highest ever revenue since
inception on account of:
•
•
•
•
Improved product mix, higher realisation per unit and
improved capacity utilisation from Bangladesh and
Vietnam;
Increased orders from existing customers;
Addition of new strategic customers with better
realisations;
Integration from Alpha acquisition in financials
Pearl Global Industries Limited (PGIL) is one of the India’s
listed garment exporters, manufacturing from
largest
India and countries
multiple sourcing regions within
within South Asia. A preferred long-term vendor to most
leading global brands, we are amongst the leading player
in our Industry. Our mainstay business is to create value
from competitively manufacturing and exporting fashion
garments to leading global brands.
PGIL, is a worldwide clothing manufacturing corporation that
provides end-to-end supply chain solutions to global brands
with its integrated production capabilities centered on
74
Design and Development, Global Manufacturing, Marketing
and Distribution, and Sourcing and Supply Chain. The
Company develops apparels for all genders and age groups
across locations and style preferences. The Company has
twenty-three state-of-the-art manufacturing plants across
four countries including India (Gurugram, Chennai and
Bengaluru), Bangladesh, Vietnam and Indonesia and has
design centers in India, Indonesia, Bangladesh, Vietnam,
U.S.A (New York), Spain, Hong Kong and U.K.
Our product portfolio
includes Knits, Wovens, Denim,
Outerwear, Activewear & Athleisure. We are a well-
diversified company with a de-risked manufacturing base
having multinational presence. Our business is primarily
focused on export of apparels with USA contributing the
highest amongst all countries. Marquee Clientele includes
Kohls, Macy’s, Tommy Hilfiger, Gap, Old Navy, NEXT,
Nordstrom among others. We have a total capacity to
manufacture around 6.68 Million garments per month (80.1
Million garments per annum including own and partnership
facilities).
The Company
is continuously striving to add more
strategic customers and growing manufacturing facilities
to manage more complex processes, which will not only
help us improve per-piece realisations, but also enable us
to better serve our customers’ evolving needs. Pearl Global
aims to leverage expansion opportunities by exploring near
shore manufacturing facilities and brownfield acquisitions
where opportunities exist, thus adding value to its growth.
Furthermore, Pearl Global is strengthening its partnership
model in overseas countries to serve its customers by
meeting all their requirements also maximising the return
for the investors with improved return ratios.
pearl global industries limited DIRECTORS’ REPORT (Contd.)
We strive to be the most preferred vendor to the top global
apparel brands and be ranked amongst the top garment
manufacturers in the world, in terms of quality, service
standards and ultimately-customers satisfaction, keeping
in line with our broader vision.
CREDIT RATING
During the year, ICRA upgraded the Long-Term Credit Rating
to BBB+ (Stable) from [ICRA] BBB (Stable) and Short Term
Rating A2 from [ICRA] A3+ of the Company.
TRANSFER TO GENERAL RESERVES
The Board of Directors do not propose to transfer any
amount to Reserves.
DIVIDEND DISTRIBUTION POLICY
The Company has a Dividend Distribution Policy as required
under Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (the Listing
Regulations) as amended from time to time.
The Dividend Distribution Policy may be accessed on the
Company’s website at https://www.pearlglobal.com/wp-
content/uploads/2021/10/Dividend-Distribution-Policy.pdf.
DIVIDEND
The Company has declared the following dividends for the
year in compliance with the Dividend Distribution Policy:
Particulars
Date of
Declaration
Record Date
Rate of Dividend
per share (Face
Value of ` 10 per
share)
%
*Total Payout
(` in Lakhs)
1st Interim
Dividend
November 11,
2022
November 23,
2022
2nd Interim
Dividend
May 15, 2023
May 26, 2023
` 2.5/- per Equity
Share
` 5/- per Equity
Share
25
541.60
50
1,083.20
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Pallab Banerjee (DIN: 07193749) was appointed as
Managing Director for a period of three years, w.e.f. April 01,
2022.
Mr. Shailesh Kumar (DIN: 08897225) was appointed as a
Whole Time Director for a period of three years effective
from October 07, 2020. The tenure of Mr. Shailesh Kumar
will be completed on October 06, 2023. Pursuant to the
recommendation of the Nomination and Remuneration
Committee, the Board has approved the re-appointment
of Mr. Shailesh Kumar (DIN: 08897225) as a Whole Time
Director (Key Managerial Personnel) for a period of 3 years
effective from October 07, 2023, subject to the approval
of the Shareholders in the forthcoming Annual General
Meeting (“AGM”). The Brief profile of Mr. Shailesh Kumar has
been provided in the AGM Notice.
Further, in accordance with the provisions of Section 152
of the Companies Act, 2013 (the Act) and the Company’s
Articles of Association, Mr. Pallab Banerjee (DIN: 07193749)
and Mr. Deepak Kumar (DIN: 09497467), Directors, retire by
rotation at the forthcoming AGM and being eligible, offer
themselves for re-appointment. The Board recommends
the proposal of their re-appointment for the consideration of
the Members of the Company at the forthcoming AGM and
same has been mentioned in the Notice convening the AGM.
A brief profile of Mr. Pallab Banerjee (DIN: 07193749) and
Mr. Deepak Kumar (DIN: 09497467) has also been provided
in the AGM notice.
The Company has received necessary declaration from
Independent Directors of the Company that they meet with
the criteria of their Independence as laid down in Section
149(6) of the Act and Regulation 25(8) of the Listing
Regulations.
None of the aforesaid Directors are disqualified under
Section 164(2) of the Act. Further, they are not debarred
from holding the office of Director pursuant to order of SEBI
or any other authority.
The Board of Directors of your Company met six times on
May 25, 2022, June 03, 2022, June 30, 2022, August 13,
2022, November 11, 2022, and February 07, 2023 during the
financial year 2022-23.
* Includes Dividend received from the overseas Subsidiaries.
KEY MANAGERIAL PERSONNEL
Pursuant to the Finance Act, 2020, dividend is taxable in
the hands of the shareholders with effective from April 01,
2020 and tax has been deducted at source on the Dividend
at prevailing tax rates inclusive of applicable surcharge
and cess based on information received by the Registrar &
Transfer Agent and the Company from the Depositories.
The Board of Directors had in its meeting held on August
13, 2022, designated Mr. Sanjay Gandhi, Group CFO as
Key Managerial Personnel. Mr. Sanjay Gandhi has been
managing/overseeing finance
the Pearl
Group (i.e. Company including its domestic and overseas
subsidiaries).
functions of
75
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements DIRECTORS’ REPORT (Contd.)
Mr. Ravi Arora who was appointed by the Board of Directors
in its meeting held on February 14, 2022 as Company
Secretary and Compliance officer of the Company had
tendered his resignation on June 28, 2022 due to personal
reasons.
Ms. Shilpa Budhia had been appointed as Company
Secretary & Compliance Officer of the Company w.e.f.
November 11, 2022.
As per the provisions of Section 203 of the Act Mr. Pallab
Banerjee - Managing Director, Mr. Shailesh Kumar and
Mr. Deepak Kumar – Whole Time Directors, Mr. Narendra
Kumar Somani, Chief Financial Officer, Mr. Sanjay Gandhi-
Group Chief Financial Officer (w.e.f. August 13, 2022) and
Ms. Shilpa Budhia, Company Secretary (w.e.f. November 11,
2022) are the Key Managerial Personnel of the Company.
BOARD EVALUATION
The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted in
accordance with the provisions of the Act and the Listing
Regulations.
The Board evaluated its performance after seeking inputs
from all the Directors on the basis of criteria such as
the Board composition and structure, effectiveness of
Board processes, information and functioning, etc. The
performance of the Committees was evaluated by the Board
after seeking inputs from the committee members on the
basis of criteria such as the composition of committees,
effectiveness of committee meetings, performance of
specified duties, obligations and governance,
level of
engagement and contribution etc. The above criteria are
broadly based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India.
The Board and
the Nomination and Remuneration
Committee reviewed the performance of the individual
Directors on the basis of the criteria such as the contribution
of the individual Director to the Board and committee
meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated
on the key aspects of his role.
In a separate meeting of independent Directors held on
February 24, 2023, performance of Non-Independent
Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into
account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board meeting
that followed the meeting of the Independent Directors, at
which the performance of the Board, its committees and
individual Directors was also discussed.
76
FAMILIARISATION PROGRAMME FOR
DIRECTORS
INDEPENDENT
the
At the time of appointing a Director, a formal letter of
appointment is given to the concerned Director, which
function, duties and
role,
inter-alia explains
responsibilities as expected from a Director of the Company.
The Director is also explained in detail, the compliance
requirements under the Act, the Listing Regulations
and various statutes. A one to one discussion with the
newly appointed Director to familiarise him / her with the
Company’s operations.
industry and
Further, on an ongoing basis as a part of Agenda of Board
/ Committee Meetings, presentations are regularly made
to the Independent Directors on various matters inter-alia
covering the Company’s and its subsidiaries businesses
regulatory updates,
and operations,
strategies, finance, risk management framework, role,
rights, responsibilities of the Independent Directors under
various statutes and other relevant matters. Details of the
programme for familiarisation of Independent Directors with
the working of the Company are available on the website
of the Company and can be accessed on https://www.
pearlglobal.com/wp-content/uploads/2023/02/Director-
Familiarisation-Programme-22-23.pdf
NOMINATION, REMUNERATION AND BOARD DIVERSITY
POLICY
The Board of Directors have framed the Nomination,
Remuneration and Board Diversity policy which lays down
a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of
the Company. The Policy broadly lays down the guiding
principles, philosophy and the basis for payment of
remuneration to Executive and Non-Executive Directors (by
way of sitting fees), Key Managerial Personnel and Senior
Management.
The policy also provides the criteria for determining
qualifications, positive attributes and Independence of
Director and criteria for appointment and removal of
Directors, Key Managerial Personnel / Senior Management
and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of
Directors.
The Policy sets out a framework that assures fair and
optimum remuneration to the Directors, Key Managerial
Personnel, and Senior Management Personnel such that the
Company’s business strategies, values, key priorities and
goals are in harmony with their aspirations. The policy lays
emphasis on the importance of diversity within the Board,
encourages diversity of thought, experience, background,
knowledge, ethnicity and perspective etc. The policy is
pearl global industries limited DIRECTORS’ REPORT (Contd.)
directed towards rewarding performance, based on review
of achievements. It is aimed at attracting and retaining high
calibre talent.
A Nomination & Remuneration Policy was laid down by
the Board, on the recommendation of the Nomination &
Remuneration Committee, for selection and appointment
of the Directors, Key Managerial Personnel and Senior
Management and their remuneration. The extract of the
Nomination and Remuneration Policy covering the salient
features are provided in the Corporate Governance Report
which forms part of Board’s Report.
The Nomination and Remuneration Policy of the Company
is annexed herewith as Annexure-I with this report and
also available on the website of the Company at https://
www.pearlglobal.com/wp-content/uploads/2021/10/
Nomination-and-Remuneration-Policy-4Mar-16.pdf
CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT
The Company has formulated a Code of Conduct for
Directors and Senior Management Personnel and has
complied with all the requirements mentioned in the code.
An affirmation on the same duly signed by the Managing
Director of the Company forms part of the Corporate
Governance Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the
financial position of your Company have occurred between
the end of the financial year of the Company to which the
financial statements relate and on the date of this report.
INTERNAL FINANCIAL CONTROLS, THEIR ADEQUACY AND
RISK MANAGEMENT
internal control and
Your Company has an effective
risk-mitigation system, which
is constantly assessed
and strengthened with new/revised standard operating
procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of
operations. To enhance the internal control procedures, the
Company has appointed Ernst & Young (E&Y) as its internal
auditor for its India and Bangladesh operations.
Business risks and mitigation plans are reviewed and the
internal audit processes include evaluation of all critical and
high risk areas. Critical functions are rigorously reviewed
and the reports of Internal Auditor are shared with the
Management for timely corrective actions, if any. During the
year under review, there were no elements of risk which in
the opinion of the Board of Directors impact on the business
and operations of the Company. Risks that arise in the
business of the Company are mitigated in accordance with
the Risk Management Framework and Policy.
The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and evaluates the recommendations of the
Risk Management Committee of the Board.
The Audit Committee suggests improvements and utilises
the reports generated from a Management Information
System integral to the control mechanism.
ENVIRONMENT, HEALTH AND SAFETY
the
is conscious of
importance of
The Company
environmentally clean and safe operations. The Company’s
policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of
environmental regulations and preservation of natural
resources.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Human Resources function works as a strategic
partner to the business. The technical and quality demands
of the industry combined with our own vision to expand
significantly over the next few years have ensured that we
build an agile, engaged, and energised work force.
Your company ensures that employees are aligned with the
organisational culture and values whilst never losing sight
of our business objectives. Technical and safety training
programmes are given periodically to workers.
The Company has a robust performance evaluation process
through which individual goals are aligned to organisational
goals so that the individuals and the organisation grow in
tandem.
During the year under review, the Industrial relations
remained generally cordial.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
•
•
•
•
•
•
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
Finance Committee
The details of the Committees of the Board along with
their composition, number of meetings and attendance
at the meetings are provided in the Report on Corporate
Governance forming part of the Annual Report 2022-23.
77
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements DIRECTORS’ REPORT (Contd.)
VIGIL MECHANISM
The Company has a Vigil Mechanism, which also
incorporates a whistle blower policy in terms of Listing
Regulations made by the SEBI. Protected disclosures can
be made by a whistle blower through a letter to the Vigilance
Officer or to the Chairman of the Audit Committee. The
policy on vigil mechanism and whistle blower policy may be
accessed on the Company’s website at the link: https://www.
pearlglobal.com/investor-relations/corporate-governance/.
During the year, one complaint was received and resolved.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee of the
Company has formulated a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken
by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company’s
website at https://www.pearlglobal.com/investor-relations/
corporate-governance/
Your Company has identified an area of hostel for women,
vocational skills, education, rural development and health
for the financial year 2022-23. The prescribed CSR amount
for the financial year 2022-23 was `20.33 Lakhs. However,
the Company has spent `133.60 Lakh during the financial
year 2022-23.
The Annual Report on CSR activities is annexed herewith as
Annexure-II.
SUBSIDIARY COMPANIES
During the year under review, the Company has acquired
stake in Alpha Clothing Limited (Bangladesh) through its
subsidiary Company, Pearl Global (HK) Limited. Further, the
Company has also acquired stake in Trinity Clothing Limited
(100%) and Pearl Grass Creations Limited (remaining 20%)
through its Subsidiary Company Pearl Global (HK) Limited.
Further, the Company has incorporated an Indian Subsidiary
- Sead Apparels Private Limited.
During the year under review, one wholly owned subsidiary,
Pearl Apparel Fashions Limited, has been voluntary
liquidated by the Hon’ble NCLT Order dated December 16,
2022.
Pearl Unlimited Inc., USA, Pearl Global FZCO, UAE, has been
incorporated as Step down Subsidiaries under Pearl Global
(HK) Limited.
Pursuant to Section 129(3) of the Companies Act, 2013, a
statement containing the salient features of the financial
statements of the subsidiary companies is attached to the
Financial Statements in Form AOC-1. The Company will
78
make available the said financial statements and related
detailed information of the subsidiary companies upon the
request by any member of the Company.
The financial statements of the Company, along with the
relevant documents and separate audited accounts in
respect of subsidiaries, are available on the website of the
Company.
MATERIAL SUBSIDIARY
Pearl Global (HK) Limited and Norp Knit Industries Limited
are material subsidiaries of the Company as per the
thresholds laid down under the Listing Regulations for 2022-
23. The Board of Directors of the Company has approved a
Policy for determining material subsidiaries which is in line
with the Listing Regulations as amended from time to time.
The Policy can be accessed at https://pearlglobal.com/
wp-content/uploads/2021/10/Policy-for-determinig-the-
Material-Subsidiary-4Mar-16.pdf
AUDITORS & REPORTS OF THE AUDITORS
a) STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act,
M/s. S. R. Dinodia & Co. LLP, Chartered Accountants
(Firm’s Registration No. 001478N/N500005) were
appointed as Statutory Auditors by the members of
the Company in their 33rd Annual General Meeting held
on September 26, 2022, for a period of five years, with
effect from financial year 2022-23.
The statutory Auditors’ Reports (Consolidated &
Standalone) for the financial year ended March 31,
2023 do not contain any qualification, reservation or
adverse remark. The Auditors’ Reports are enclosed
with the financial statements in this Annual Report.
During the year under review, the Statutory Auditors
have not reported any matter under Section 143(12) of
the Act.
b) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Listing Regulations,
M/s Jayant Sood & Associates, Practicing Company
Secretaries was appointed as Secretarial Auditors of
the Company for the financial year 2022-23.
The Secretarial Audit Report submitted by M/s Jayant
Sood & Associates for the Financial Year 2022-23 is
annexed as Annexure–III and forms part of this report.
Further, there has been no qualification, reservation,
adverse remarks or disclaimer made by the Secretarial
pearl global industries limited DIRECTORS’ REPORT (Contd.)
Auditors in their report for the financial year ended
March 31, 2023.
Operating Procedures for the purpose of identification and
monitoring of such related party transactions.
During the year under review, the Auditors had not
reported any matter under Section 143(12) of the Act.
None of the Directors have any pecuniary relationship or
transactions vis-a-vis the Company except remuneration.
c)
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Act, M/s
S.S. Kothari Mehta & Company, Chartered Accountants,
New Delhi (FRN. 000756N), were appointed as Internal
Auditors of the Company till September 30, 2022.
Further, the Board of Directors on the recommendation
of Audit Committee, have appointed M/s. Ernst and
Young LLP, New Delhi as Internal Auditors for a period
of two years w.e.f. October 01, 2022.
d) COST AUDIT
Maintaining of cost records as specified by the Central
Government under section 148(1) of the Companies
Act, 2013 is not applicable to your Company at https://
www.pearlglobal.com/investor-relations/.
ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013,
read with the Companies (Management and Administration)
Rules, 2014, Annual Return of the Company for the financial
year 2022-23 in the prescribed Form MGT-7 is available on
the website of the Company at https://www.pearlglobal.
com/investor-relations/.
RELATED PARTY TRANSACTIONS
The Company in the normal course of its business enters in
to related party transactions with its subsidiaries and group
companies engaged in similar business and for common
services. The Audit Committee approves all the Related
Party Transactions in compliance with the provisions of the
Act, and Listing Regulations Omnibus approval is obtained
on a yearly basis for transactions which are repetitive in
nature. Transactions entered into pursuant to omnibus
approval are placed before the Audit Committee and the
Board for review and approval/ noting on a quarterly basis.
All related party transactions entered during the financial
year were in ordinary course of the business and on arm’s
length basis. Details of material related party transaction
entered during the financial year by the Company is annexed
in Form AOC-2 as Annexure-IV.
There were no material related party transactions during
the year under review with the Promoters, Directors or Key
Managerial Personnel. Details of all related party transactions
are mentioned in the note no. 47 of Standalone financial
statements forming part of the Annual Report. The Company
has developed a robust framework through Standard
PARTICULARS
INVESTMENTS
OF
LOANS,
GUARANTEES
AND
Particulars of Loans, guarantees and investments covered
under Section 186 of the Act forms part of the notes to the
standalone financial statements.
DEPOSITS
The Company has not accepted any deposits falling under
the Section 73 of Act and the Rules framed thereunder
during the year under review.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the
Act with respect to Directors Responsibility Statement, your
Directors state that:
a)
b)
c)
d)
e)
f)
in the preparation of the annual accounts for the
financial year ended March 31, 2023, the applicable
accounting standards have been followed along with
proper explanation relating to material departures.
There are no material departures from the same;
the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year March 31,
2023 and of the profit and loss of the Company for that
period;
the Directors have taken proper and sufficient care
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;
the Directors have prepared the annual accounts on a
‘going concern’ basis;
the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and
the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.
79
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements DIRECTORS’ REPORT (Contd.)
LISTING
The shares of your Company are listed at BSE Limited and
National Stock Exchange of India Limited, Mumbai. The
listing fees to the Stock Exchanges for the year 2023-24
have been paid.
REGISTRAR AND SHARE TRANSFER AGENT
Link Intime India Private Limited is Company’s Registrars
and Share Transfer Agent (RTA) as common agency both
for physical and demat shares, as required under Securities
Contract (Regulation) Act, 1956. The detail of RTA forms
part of the Corporate Governance Report.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the certificate
the Practicing Company Secretary, confirming
from
compliance of conditions of Corporate Governance as
stipulated under Schedule V of the Listing Regulations
forms part of the Annual report.
SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2023
stood at ` 2,166.39 Lakhs. There was no change in the paid-
up share capital during the year.
During the year under review, the Company has neither
issued any shares with differential voting rights nor sweat
equity or warrants.
EMPLOYEE STOCK OPTION PLAN
Pursuant to the approval of the members by way of
Postal Ballot held on August 28, 2022, your Company had
implemented Pearl Global Industries Limited Employee
Stock Option Plan – 2022 (“the Plan”) to create, offer, grant,
issue and allot under the Plan, a maximum of 727,000 (Seven
Lakh Twenty -Seven Thousand) Stock Options exercisable
into 727,000 (Seven Lakh Twenty -Seven Thousand) equity
shares of face value ` 10/- each fully paid up to the eligible
employees.
During the year under review, your Company has granted
413,100 (Four Lakh Thirteen Thousand One Hundred)
Stock Options exercisable into 413,100 (Four Lakh Thirteen
Thousand One Hundred) Equity Shares of face value of
` 10/- each fully paid-up to the eligible employees, at the
exercise price of ` 300/- per Option under the plan.
Your Company has also granted 27,000 (Twenty-Seven
Thousand) Stock Options exercisable into 27000 (Twenty
Seven Thousand) Equity Shares of face value of ` 10/- each
fully paid-up to the eligible employees, at the exercise price
of ` 325/- per Option under the Plan on May 15, 2023.
80
The Company has obtained a Certificate from the
Secretarial Auditors of the Company that the Plan has
been implemented in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (SBEB Regulations) and the resolution passed by the
members of the Company.
Further, in terms of the provisions of Regulation 14 of the
SBEB Regulations, the required disclosures are annexed as
Annexure V.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the
operations of the Company, as required under the Listing
Regulations is provided in a separate section and forms an
integral part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
As per Regulation 34(2)(f) of Listing Regulations a Business
Responsibility and Sustainability Report is attached and
forms part of this Annual Report.
PARTICULARS
DISCLOSURES
OF
EMPLOYEES
AND
RELATED
The Disclosure required under Section 197(12) of the Act
read with the Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure VI and forms an integral part of this
Report.
The statement comprising the names of top 10 employees in
terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration
in terms of Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure ‘VII’ and forms an
integral part of this annual report. The said Annexure is not
being sent along with this annual report to the members
of the Company in line with the provisions of Section 136
of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure
is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date
of the ensuing Annual General Meeting during the business
hours on working days. None of the employees listed in the
said Annexure is a relative of any Director of the Company.
None of the employees hold (by himself/herself or along
with his/her spouse and dependent children) more than two
percent of the Equity Shares of the Company.
pearl global industries limited DIRECTORS’ REPORT (Contd.)
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
relating
The particulars
to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act, is
annexed Annexure VIII.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND
The Company has transferred unclaimed/unpaid dividend
amounting to `3,69,306/- during the financial year 2022-
23 to Investor Education and Protection Fund (IEPF)
established by the Central Government, in compliance
with the Act. The above said amount represents unclaimed
dividend for the financial year 2014-15 which was lying
with the Company for a period of seven years. Further,
the Company has transferred 5,129 shares to Investor
Education and Protection Fund Authority established by the
Central Government, in compliance with the Act.
Any shareholder whose shares or unclaimed dividend have
been transferred to the IEPF, may claim the shares under
provision to Section 124(6) of the Act, or apply for refund
under Section 125(3) of the Act, as the case may be, to the
Authority by making an application in Web Form IEPF–5
available on website www.iepf.gov.in.
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
No significant and material orders were passed by the
regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.
Place: Gurugram
Dated: May 15, 2023
INSOLVENCY AND BANKRUPTCY CODE
No application has been made under the Insolvency and
Bankruptcy Code. The requirement to disclose the details
of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the end of the financial
year is not applicable.
REPORT
ON
SEXUAL
HARASSMENT-INTERNAL
COMPLAINTS COMMITTEE
Pursuant to the provisions of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013,
Internal Complaints Committee
has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No
complaint was received during the financial year 2022-23.
SECRETARIAL STANDARDS
During the year under review, your Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
Your Directors wish to thank its customers, Business
Associates, Members, Bankers, Government Bodies &
Regulators for their continued support and faith reposed in
the company. Your Directors also wish to place on record
appreciation for the contribution made by Employees for
their commitment and dedication towards the Company.
For and on behalf of the Board
for Pearl Global Industries Limited
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Pallab Banerjee)
Managing Director
DIN 07193749
81
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements NOMINATION AND REMUNERATION POLICY
ANNExuRE I
1. OBJECTIVE
The Nomination and Remuneration Committee and
this Policy shall be in compliance with Section 178 of
the Companies Act, 2013 (the Act) read along with the
applicable rules thereto and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as per the listing schedule. (as
amended from time to time) (the ‘Listing Regulations’).
The Key Objectives of the Committee would be:
1.1. To guide the Board in relation to appointment and
removal of Directors, Key Managerial Personnel
and Senior Management.
1.2. To evaluate the performance of the members of
the Board and provide necessary report to the
Board for further evaluation of the Board.
1.3. To recommend to the Board on Remuneration
the Directors, Key Managerial
payable
Personnel and Senior Management.
to
1.4. To provide to Key Managerial Personnel and
Senior Management reward linked directly to their
efforts, performance, dedication and achievement
relating to the Company’s operations.
1.5. To retain, motivate and promote talent and
to ensure long term sustainability of talented
managerial persons and create competitive
advantage.
1.6. To devise a policy on Board diversity
1.7. To develop a succession plan for the Board and to
regularly review the plan;
1.8 To act as compensation committee in terms
with regulation 5 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
2. DEFINITIONS
2.1. Act means the Companies Act, 2013 and Rules
framed thereunder, as amended from time to
time.
2.2. Board means Board of Directors of the Company.
2.3. Directors mean Directors of the Company.
2.4. Key Managerial Personnel means
•
Chief Executive Officer or the Managing
Director or the Manager;
• WholeTime Director;
•
•
•
Chief Financial Officer;
Company Secretary; and
such other officer as may be prescribed.
82
2.5. Senior Management shall mean the officers and
personnel of the Company who are members of
its core management team, excluding the Board
of Directors, and shall also comprise all the
members of the management one level below
the Chief Executive Officer or Managing Director
or Whole Time Director or Manager (including
Chief Executive Officer and Manager, in case
they are not part of the Board of Directors) and
shall specifically include the functional heads, by
whatever name called and the Company Secretary
and the Chief Financial Officer.
3. Policy for appointment and removal of Director, Key
Managerial Personnel (KMP) and Senior Management
3.1. Appointment criteria and qualifications
a) The Committee shall identify and ascertain
the
integrity, qualification, expertise and
experience of the person for appointment
as Director, KMP or at Senior Management
level and recommend to the Board his / her
appointment.
b) A person should possess adequate
qualification, expertise and experience
for the position he / she is considered for
appointment. The Committee has discretion
to decide whether qualification, expertise
and experience possessed by a person is
sufficient / satisfactory for the concerned
position.
c) The Company shall not appoint or continue
the employment of any person as Managing
Director or Whole- Time Director who has
attained the age of seventy years. Provided
that the term of the person holding this
position may be extended beyond the
age of seventy years with the approval of
shareholders by passing a special resolution
based on the explanatory statement annexed
to the notice for such motion indicating the
justification for extension of appointment
beyond seventy years.
3.2. Term / Tenure
a) Managing Director/Whole-Time Director:
The Company shall appoint or re-appoint
any person as
its Executive Chairman,
Managing Director or Executive Director for
a term not exceeding five years at a time. No
pearl global industries limited
Nomination and Remuneration Policy (Contd.)
re-appointment shall be made earlier than
one year before the expiry of term.
b)
Independent Director:
-
An Independent Director shall hold
office for a term up to five consecutive
years on the Board of the Company
and will be eligible for re-appointment
on passing of a special resolution by
the Company and disclosure of such
appointment in the Board’s report.
- No Independent Director shall hold
office for more than two consecutive
terms, but such Independent Director
shall be eligible for appointment after
expiry of three years of ceasing to
Independent Director.
become an
Provided that an Independent Director
shall not, during the said period of three
years, be appointed in or be associated
with the Company in any other capacity,
either directly or indirectly. However, if
a person who has already served as
an Independent Director for 5 years or
more in the Company as on October
1, 2014 or such other date as may be
determined by the Committee as per
regulatory requirement; he / she shall
be eligible for appointment for one
more term of 5 years only.
-
the
At
time of appointment of
it should be
Independent Director
ensured that number of Boards on
which such Independent Director serves
is restricted to seven listed companies
as an Independent Director and three
listed companies as an Independent
Director in case such person is serving
as a Whole-Time Director of a listed
company or such other number as may
be prescribed under the Act.
3.3. Evaluation
The Committee shall carry out evaluation of
performance of every Director, KMP and Senior
Management Personnel at
interval
(yearly).
regular
may recommend, to the Board with reasons
recorded in writing, removal of a Director, KMP
or Senior Management Personnel subject to the
provisions and compliance of the said Act, rules
and regulations.
3.5. Retirement
The KMP and Senior Management Personnel
shall retire as per the applicable provisions of
the Act and the prevailing policy of the Company.
The Board will have the discretion to retain the
Director, KMP, Senior Management Personnel in
the same position/ remuneration or otherwise
even after attaining the retirement age, for the
benefit of the Company.
4. Policy relating to the Remuneration of the Whole-Time
Director, KMP and Senior Management Personnel
4.1. General
a) The
remuneration
/ compensation
/
commission etc. to the Whole-time Director,
KMP and Senior Management Personnel
will be determined by the Committee or as
per policies framed by the committee. The
remuneration / compensation / commission
etc. shall be subject to the prior/post
approval of the shareholders of the Company
and Central Government, wherever required.
b)
structure
Increments to the existing remuneration/
compensation
be
recommended by the Committee to the
Board which should be within the slabs
approved by the Shareholders in the case of
Whole-time Director.
may
c) Where any
insurance
is taken by the
Company on behalf of its replace with
Directors, KMP and any other employees for
indemnifying them against any liability, the
premium paid on such insurance shall not be
treated as part of the remuneration payable
to any such personnel. Provided that if such
person is proved to be guilty, the premium
paid on such insurance shall be treated as
part of the remuneration.
4.2. Remuneration to Whole-time / Executive /
Managing Director, KMP and Senior Management
Personnel
3.4. Removal
a) Fixed pay:
Due to reasons for any disqualification mentioned
in the Act or under any other applicable Act,
rules and regulations thereunder, the Committee
The Whole-time Director/ KMP and Senior
Management Personnel shall be eligible for
a monthly remuneration as may be approved
83
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
Nomination and Remuneration Policy (Contd.)
by the Board on the recommendation of the
Committee. The breakup of the pay scale
including,
and quantum of perquisites
employer’s contribution
to P.F, pension
scheme, medical expenses, club fees etc.
shall be decided and approved by the Board/
the Person authorized by the Board or the
Committee.
b) Minimum Remuneration:
If, in any financial year, the Company has
no profits or its profits are inadequate, the
its
Company shall pay remuneration to
Whole-Time Director/ Managing Director in
accordance with the provisions of Schedule
V of the Act and if it is not able to comply with
such provisions, with the previous approval
of the Central Government.
c) Provisions for excess remuneration:
If any Whole-Time Director/Managing
Director draws or receives, directly or
indirectly by way of remuneration any such
sums in excess of the limits prescribed under
the Act or without the prior sanction of the
Central Government, where required, he / she
shall refund such sums to the Company and
until such sum is refunded, hold it in trust for
the Company. The Company shall not waive
recovery of such sum refundable to it unless
permitted by the Central Government.
4.3. Remuneration to Non- Executive / Independent
Director
a) Sitting Fees:
The Non- Executive / Independent Director
may receive remuneration by way of fees for
attending meetings of Board or Committee
thereof. Provided that the amount of such
fees shall not exceed Rs. One Lac per
meeting of the Board or Committee or such
amount as may be prescribed by the Central
Government from time to time.
b) Stock Options:
An Independent Director shall not be entitled
to any stock option of the Company.
5. MEMBERSHIP
5.2 Minimum two (2) members shall constitute a
quorum for the Committee meeting.
5.3 Membership of the Committee shall be disclosed
in the Annual Report.
5.4 Term of the Committee shall be continued unless
terminated by the Board of Directors.
6. CHAIRPERSON
6.1 Chairperson of the Committee shall be an
Independent Director.
6.2 Chairperson of the Board may be appointed as
a member of the Committee but shall not be a
Chairman of the Committee.
6.3 In the absence of the Chairperson, the members
of the Committee present at the meeting shall
choose one amongst them to act as Chairperson.
6.4 Chairperson of the Nomination and Remuneration
Committee meeting should be present at the
Annual General Meeting or may nominate some
other member to answer the shareholders’
queries.
7. FREQUENCY OF MEETINGS
The meetings of the Committee shall be held at such
regular intervals as may be required.
8. COMMITTEE MEMBERS’ INTERESTS
8.1 A member of the Committee is not entitled to
be present when his or her own remuneration
is discussed at a meeting or when his or her
performance is being evaluated.
8.2 The Committee may invite such executives, as
it considers appropriate, to be present at the
meetings of the Committee.
9. SECRETARY
The Company Secretary of the Company shall act as
Secretary of the Committee.
10. VOTING
10.1 Matters arising for determination at Committee
meetings shall be decided by a majority of votes
of Members present and voting and any such
decision shall for all purposes be deemed a
decision of the Committee.
10.2 In the case of equality of votes, the Chairman of
the meeting will have a casting vote.
5.1 The Committee shall consist of a minimum 3
Non-Executive Director two-third of them being
Independent.
11. NOMINATION DUTIES
The duties of the Committee in relation to nomination
matters include:
84
pearl global industries limited
Nomination and Remuneration Policy (Contd.)
11.1 Ensuring that there is an appropriate induction
in place for new Directors, KMP and members
of Senior Management and
its
effectiveness;
reviewing
11.2 Ensuring that on appointment to the Board, Non-
Executive Directors receive a formal letter of
appointment in accordance with the Guidelines
provided under the Act;
11.3 Identifying and recommending Directors who are
liable to retire by rotation.
11.4 Determining the appropriate size, diversity and
composition of the Board;
11.5 Setting a formal and transparent procedure for
selecting new Directors for appointment to the
Board;
11.6 Evaluating
the Board
the performance of
members and Senior Management in the context
of the Company’s performance from business
and compliance perspective;
11.7 Delegating any of its powers to one or more of its
members or the Secretary of the Committee; and
12. REMUNERATION DUTIES
The duties of the Committee in relation to remuneration
matters include:
12.1 to consider and determine the Remuneration
Policy, based on the performance and also bearing
in mind that the remuneration is reasonable and
sufficient to attract retain and motivate members
of the Board and such other factors as the
Committee shall deem appropriate with respect
to elements of the remuneration of the members
of the Board.
12.2 to approve the remuneration of the Senior
Management including KMP of the Company
maintaining a balance between fixed and incentive
pay reflecting short and long term performance
objectives appropriate to the working of the
Company.
12.3 to delegate any of its powers to one or more of its
members or the Secretary of the Committee.
12.4 to consider any other matters as may be requested
by the Board.
11.8 Considering any other matters, as may be
12.5 Professional indemnity and liability insurance for
requested by the Board.
Directors, KMP and Senior Management
85
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements ANNExuRE-II
1. Corporate Social Responsibility (“CSR”)
ANNUAL REPORT ON CSR ACTIVITIES
Pearl Global Industries Limited recognises that its business activities have wide impact on the societies in which
it operates, and therefore an effective practice is required giving due consideration to the interests of its stakeholders
including shareholders, customers, employees, suppliers, business partners, local communities, and other organisations.
The Company endeavors to make CSR a key business process for sustainable development.
2. Composition of CSR Committee:
Name of Director
Sl.
No.
Designation/Nature of
Directorship
1. Mrs. Madhulika Bhupatkar Chairperson / Independent
2. Mr. Pulkit Seth
3. Mr. Anil Nayar
Director
Member / Non Executive
Director
Member / Independent
Director
Number of meetings of
CSR Committee held
during the year
Number of meetings of
CSR Committee attended
during the year
1
1
1
1
1
1
3.
4.
Provide the web-link(s) where Composition of CSR committee, CSR Policy and
CSR projects approved by the board are disclosed on the website of the Company.
https://www.pearlglobal.com/
investor-relations/
Provide the executive summary along with web link(s) of Impact assessment of
CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable.
5.
(a) Average net profit of the Company as per section 135(5).
(b) Two percent of average net profit of the Company as per section 135(5)
(c) Surplus arising out of the CSR projects or programmes or activities of the
previous financial years.
(d) Amount required to be set off or the financial year, if any
(e) Total CSR obligation for the financial year (b)+(c)-(d)
6.
a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing
Project).
b) Amount spent in Administrative Overheads.
c) Amount spent on Impact Assessment, if applicable
d) Total amount spent for the Financial Year [(a)+(b)+(c)].
(e) CSR amount spent or unspent for the Financial Year:
Not Applicable
` 1,016.61 Lakh
` 20.33 Lakh
Nil
Nil
` 20.33 Lakh
` 133.6 Lakhs (Spent on other than
Ongoing projects
Nil
Nil
` 133.6 Lakhs
Total Amount
Spent for the
Financial Year.
(in ` /Lakh)
133.60
Amount Unspent (in `/Lakh)
Total Amount transferred to
Unspent CSR Account as per
section 135(6).
Amount transferred to any fund specified under
Schedule VII as per second proviso to section 135(5).
Amount.
Date of transfer.
Name of the
Amount.
Date of transfer.
Fund
NIL
(f) Excess amount for set-off, if any:
Particulars
Sl.
No
(i) Two percent of average net profit of the Company as per section 135(5)
(ii) Total amount spent for the Financial Year
Amount (in `/Lakh)
20.33
133.60
86
pearl global industries limited ANNExuRE-II ANNuAl REPORT ON CSR ACTIvITIES (Contd.)
Particulars
Sl.
No
Amount (in `/Lakh)
(iii) Excess amount spent for the financial year [(ii)-(i)]
(iv) Surplus arising out of the CSR projects or programmes or activities of the
previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]
7. Details of Unspent CSR amount for the preceding three financial years:
Sl.
No.
Preceding
Financial
Year(s)
Amount
transferred
to Unspent
CSR Account
under
subsection
(6) of section
135 (in `)
Balance
Amount in
Unspent
CSR Account
under
subsection
(6) of
section 135
(in `)
Amount
Spent
in the
Financial
Year (in `)
Amount transferred
to a Fund as specified
under Schedule VII as
per second proviso to
subsection (5) of section
135, if any
Amount
remaining to
be spent in
succeeding
Financial
Years (in `)
Amount
(in `)
Date of
transfer
NIL
113.27
Nil
113.27
Deficiency, if
any
8. Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year: NO
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per subsection (5) of
section 135.
Not applicable, as the Company has spent more than the minimum prescribed amount for CSR activities.
Place: Gurugram
Dated: May 15, 2023
(Pallab Banerjee)
Managing Director
(Madhulika Bhupatkar)
Chairperson of CSR Committee
87
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
ANNExuRE-III
MR-3
Secretarial Audit Report
For the Financial Period Ended March 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Pearl Global Industries Limited
C-17/1, Paschimi Marg,Vasant Vihar,
New Delhi-110057
CIN: L74899DL1989PLC036849
We have conducted secretarial audit of the compliance
of applicable statutory provisions and adherence to good
corporate practices by Pearl Global Industries Limited
[hereinafter referred as ‘the Company’]. The secretarial audit
was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the Company and also the information
provided by the Company, its officers and authorised
representatives during the conduct of secretarial audit,
we hereby report that in our opinion, the Company has,
during the audit period covering the financial period ended
on March 31, 2023 (commencing from April 01, 2022 to
March 31, 2023), complied with the statutory provisions
listed hereunder and also that the Company has proper
Board processes and compliance mechanism in place to
the extent based on the management representation letter/
confirmation received from the management, in the manner
and subject to the reporting made hereinafter. The Members
are requested to read Secretarial Audit Report (“Report”)
along with our letter dated May 15, 2023 an enclosed
herewith to this Report as Annexure – A.
1. We have examined the books, papers, minute books,
forms and returns filed and other records maintained
by the Company for the financial period ended on
March 31, 2023 according to the applicable provisions
of:
i)
The Companies Act, 2013 (the ‘Act’) and the Rules
made thereunder;
ii) The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the Rules made thereunder;
iii) The Depositories Act, 1996 and the regulations
and bye– laws framed thereunder;
88
iv) Foreign Exchange Management Act, 1999 and
the Rules and Regulations made thereunder to
the extent of Foreign Direct Investment, Overseas
Direct
Investment and External Commercial
Borrowings, as applicable;
v) The
following Regulations and Guidelines
prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):
a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations,
2015;
c) The Securities and Exchange Board of
India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
(Not
applicable to the Company during the audit
period as the Company has not issued any
shares during the year under review);
d) The Securities and Exchange Board of
India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 {or the
erstwhile Securities and Exchange Board
of India (Share Based Employees Benefits)
Regulations, 2014};
2021{or
e) The Securities and Exchange Board of
India (Issue and Listing of Non-Convertible
Securities) Regulations,
the
erstwhile Securities and Exchange Board of
India (Issue and Listing of Debt Securities)
Regulations, 2008}; (Not applicable to the
Company during the audit period as the
Company has not issued any debt securities
during the year under review);
f)
The Securities and Exchange Board of India
(Registrars to an issue and share transfer
agents) Regulations, 1993 regarding the
Companies Act and dealing with clients
(Not applicable since the Company is not
registered as Registrar to Issue and Share
Transfer Agent during the period);
pearl global industries limited ANNExuRE-III (Contd.)
g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations,
2009 (Not applicable to the Company during
the audit period as the Company has not
delisted/ proposed to delist its equity shares
during the year under review).
h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018
(Not applicable to the Company during the
audit period as the Company has not bought
back/ proposed to buy-back any of its
securities during the year under review);
i)
The Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
2. We have relied upon the representation made by
the Company, its officers, and compliance reports
from the management for systems and mechanism
framed by the Company and basis that there are
adequate systems and processes in the Company,
commensurate with the size and operations of the
Company, to monitor and ensure compliance of other
Act, Laws and Regulations specifically applicable to
the Company.
3. We have also examined compliance with the applicable
clauses of the following:
i)
Secretarial Standards issued by The Institute of
Company Secretaries of India, with respect to
board and general meetings (hereinafter referred
as ‘Secretarial Standards’). We noted that the
Company is generally regular in complying with
the Secretarial Standards; and
ii) The Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Listing Agreements
entered into by the Company with BSE Limited
and National Stock Exchange of India Limited.
4. During the period under review, to the best of our
knowledge and belief and according to the information
and explanations given to us, the Company has been
regular in compliance with the provisions of the Acts,
Rules, Regulations, Secretarial Standards and the
Listing Agreements, as mentioned above.
5. We further report that compliance of applicable
financial laws including direct and indirect tax laws
and maintenance of financial records and books of
accounts by the Company has not been reviewed in this
audit since the same has been subject to review by the
Statutory Auditors and other designated professionals.
6. We further report that:
i)
Non–Executive
The Board of Directors of the Company is duly
constituted with proper balance of Executive
Directors,
and
Independent Directors including woman directors.
The Changes in the composition of Board of
Directors that took place during the period under
review were carried out in compliance with the
provisions of the Act.
Directors
ii) Adequate notice is given to all directors to schedule
the Board Meetings. Notice and Agenda with notes
to Agenda of Board meetings was sent at least
seven days in advance, and a system exists for
directors to seek and obtain further information
and clarifications on the agenda items before the
meetings and for their meaningful participation at
the meetings.
iii) Decisions of Board/Committee were carried
through majority. We have been informed that
there were no dissenting members’ views on
any of the matters during the year that were
required to be captured and recorded as part of
the minutes.
iv) There are adequate systems and processes
in the Company commensurate with the size
and operations of the Company to monitor and
ensure compliance with applicable laws, rules,
regulations and guidelines.
v) We further report that during the audit period the
Company had no specific actions having bearing
on the Company’s affairs in pursuance of the
above referred laws, rules, regulations, standards,
guidelines etc.
For Jayant Sood & Associates
Company Secretaries
(CS Jayant K Sood)
Proprietor
FCS: 4482, CP No. 22410
Date: May 15, 2023
UDIN: F004482E000294354
Peer Review Certificate No: 1061/2021
89
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements ANNExuRE-III (Contd.)
ANNEXURE –A TO SECRETARIAL AUDIT REPORT DATED MAY15, 2023
To,
The Members,
Pearl Global Industries Limited
C-17/1, Paschimi Marg,Vasant Vihar,
New Delhi-110057
CIN: L74899DL1989PLC036849
The Secretarial Audit Report dated May 15, 2023 is to be read with this Letter.
The compliance of provisions of all laws, rules, regulations and standards applicable to Pearl Global Industries Limited
[hereinafter referred as ‘the Company’] is the responsibility of the management of the Company. Our examination was limited to
the verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit Report.
1. Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company.
Our responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished
to us by the Company, along with explanations where so required.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices followed provide a reasonable basis for the
purpose of issue of the Secretarial Audit Report.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company as it
is taken care in the statutory audit process.
4. We have obtained the management’s representation about the compliance of laws, rules and regulations and happening
of events, wherever required.
5. This Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
For Jayant Sood & Associates
Company Secretaries
(CS Jayant K Sood)
Proprietor
FCS: 4482, CP No. 22410
Date: May 15, 2023
UDIN: F004482E000294354
90
pearl global industries limited ANNExuRE-Iv
(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2)
of the Companies (Accounts) Rules, 2014)
FORM NO. AOC-2
1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL
2. Details of material contracts or arrangement or transactions at arm’s length basis:
Sl.
No.
Name of the
related party
Nature
of the
relationship
Nature of
Contracts/
arrangement/
transactions
Duration of
the contracts/
arrangements/
transactions
1 Pearl Global
(HK) Limited
Wholly
Owned
Subsidiary
Sale of goods
April 01, 2022
SAP Income
Corporate
Guarantee
Charges
to
March 31, 2023
Salient
terms of the
contracts or
arrangements
or
transactions
-
Value
(` in
Lakh)
Date of
approval
of the
Board, if
any
Amount
paid as
advances,
if any
40,527.33 August 14,
NIL
87.98
151.58
2021
Place: Gurugram
Dated: May 15, 2023
For and on behalf of the Board
for Pearl Global Industries Limited
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Pallab Banerjee)
Managing Director
DIN 07193749
91
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements ANNExuRE-v
DISCLOSURE UNDER REGULATION 14 OF SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS,
2021
Particulars
Sl.
No.
1. Any material change in the scheme(s) and whether
the scheme(s) is / are in compliance with the
regulations
Pearl Global Industries Limited Stock Option Plan – 2022 (“the
Plan”)
No changes made in the Plan.
Further, the Plan is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
2. Following disclosures are made on the website of the Company: https://www.pearlglobal.com/investor-relations/
a. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section
133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based
payments' issued in that regard from time to time.
Members may refer notes to the audited financial statements prepared as per Indian Accounting Standards (Ind AS)
for the financial year 2022-23, available on https://www.pearlglobal.com/investor-relations/
b. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in
accordance with 'Accounting Standard 20 - Earnings Per Share' issued by Central Government or any other relevant
accounting standards as issued from time to time.
Basic and Diluted EPS for the year ended March 31, 2023 is ` 24.84 and ` 24.77 respectively (as per Standalone
Financial Statement)
c. Details related to the Plan:
(i) A description of the Plan that existed at any time during the year, including the general terms and conditions of the Plan,
including -
(a) Date of shareholders’ approval
(b) Total number of stock options approved under
the Plan
(c) Vesting requirements
(d) Exercise price or pricing formula
(e) Maximum term of stock options granted
The shareholders approved the Plan and grants to Eligible
employees under regulation 6(1) of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 through Postal Ballot
resolution dated August 28, 2022.
The maximum number of Options approved pursuant to the Plan
are 727,000 (Seven Lakhs Twenty-Seven Thousand) options.
As per the plan, vesting period shall commence after minimum
One (1) year from the grant date and it shall extend upto maximum
of Four (4) years from the grant date, at the discretion of and in
the manner prescribed by the Nomination and Remuneration
Committee (Compensation Committee).
The Exercise price for 413100 options granted during FY 2022-23 is
` 300/- per option. In any event, the Exercise price will not be below
the face value of Equity Shares of the Company.
The Options granted shall vest equally over a period of 4 years
subject to continued employment with the Company.
(f)
Source of shares
Primary
(Primary, secondary or combination)
(g) Variation in terms of stock options
Not Applicable
92
pearl global industries limited
ANNExuRE-v (Contd.)
Particulars
Sl.
No.
Pearl Global Industries Limited Stock Option Plan – 2022 (“the Plan”)
(ii) Method used to account for the Plan -
Fair Market value
Intrinsic or Fair value
The Company had opted for using the Fair value method for expensing of the
options. Hence, same is not applicable.
the
the options using
the options,
(iii) Where the Company opts for expensing
intrinsic
of
value of
the difference
between the employee compensation
cost so computed and the employee
compensation cost that shall have been
recognised if it had used the fair value of
the options shall be disclosed. The impact
of this difference on profits and on EPS of
the Company shall also be disclosed.
(iv) Option movement during the year
Particulars
Sl.
No.
Details
1 Number of options outstanding at the beginning of
0
the period
2 Number of options granted during the year
413100
3 Number of options forfeited / lapsed during the year
4 Number of options vested during the year
5 Number of options exercised during the year
6 Number of shares arising as a result of exercise of
options
7 Money realised by exercise of options (`), if scheme
is implemented directly by the Company
8
Loan repaid by the Trust during the year from
exercise price received
0
0
0
0
0
Not applicable,
The Plan is
implemented
directly
9 Number of options outstanding at the end of the year
413100
10 Number of options exercisable at the end of the year
0
Weighted average exercise price of Options outstanding at the end of the year
whose exercise price is less than market price – ` 300/-
Weighted average fair value of Options outstanding at the end of the year
whose Exercise price is less than market price – ` 461.35/-
93
(iv) Weighted-average exercise prices and
weighted average fair values of options
shall be disclosed separately for options
whose exercise price either equals or
exceeds or is less than the market price
of the stock.
(v) Employee wise details (name of employee,
designation, number of options granted
during the year, exercise price) of options
granted to –
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements ANNExuRE-v (Contd.)
(a) senior managerial personnel as
defined under Regulation 16(d)
of
the Securities and Exchange
Board of India (Listing Obligations
Requirements)
Disclosure
and
Regulations, 2015.
(b) any other employee who receives
a grant in any one year of option
amounting to 5% or more of option
granted during that year; and
(c)
identified employees who were
granted option, during any one year,
equal to or exceeding 1% of the
issued capital (excluding outstanding
warrants and conversions) of the
Company at the time of grant.
(vi) A description of
the method and
significant assumptions used during the
year to estimate the fair value of options
including the following information:
(a)
(b)
the weighted-average values of
share price, exercise price, expected
volatility,
life,
expected dividends, the risk-free
interest rate and any other inputs to
the model;
expected
option
used
the method
the
assumptions made to incorporate
the effects of expected early exercise;
and
(c) how
expected
volatility was
determined, including an explanation
of the extent to which expected
volatility was based on historical
volatility; and
(a) List of Senior Managerial Personnel to whom ESOPs are granted is given
below:
(b) Not Applicable
(c) Not Applicable
Vest 1
25.00%
245.76
Vest 2
25.00%
257.29
Vest 3
25.00%
264.44
Vest 4
25.00%
271.62
300
58.21%
5 years
300
57.92%
6 years
300
55.93%
7 years
300
54.70%
8 years
Vesting
– 4 years
Exercise –
4 years
Vesting
– 4 years
Exercise –
4 years
Vesting
– 4 years
Exercise –
4 years
Vesting
– 4 years
Exercise –
4 years
0.95%
7.05%
0.95%
7.15%
0.95%
7.23%
0.95%
7.29%
The weighted-average
values of share price of
option granted
Exercise price
Expected volatility
Expected option life
(Vesting & exercise period)
in years
Expected dividends
Average Risk-free interest
rate
Any other inputs
Kindly refer notes to the financial statement
b) Not Applicable
c)
Expected volatility was determined based on Black -Scholes model of
the Company as on the date of grant using the Fair value method.
(d) whether and how any other features
of the option grant were incorporated
into the measurement of fair value,
such as a market condition.
Disclosures in respect of grants made in
three years prior to IPO under each ESOS
d) Volatility and Risk-Free rate have been considered that takes care of
Market Conditions
Not applicable
94
pearl global industries limited ANNExuRE-v (Contd.)
Sr.
No.
Name of the Employee
Designation
Options granted
during the year
1 Mr. Pallab Banerjee
2 Mr. Sanjay Gandhi
Managing Director
Group CFO
3 Mr. Sundeep Chatrath
CEO Knits Division (India)
4 Mr. Pankaj Bhasin
CEO Woven Division (India)
5 Mr. Sanjay Kumar Sarker
Country Director - Bangladesh Operations
6 Mr. Vikas Mehra
Chief Executive - Bangladesh Operations
7 Mr. Rajesh Vishnu Ajwani
Chief Executive Officer -Indonesia Operations
8 Mr. Gurusankar Gurumoorthy
Chief Executive Officer- Vietnam Operations
9 Mr. Amit Kumar
10 Mr. Sreenivasan
Director - Production (Indonesia)
Asst. Vice President- Bangladesh Operations
11 Mr. Pankaj Agarwal
Sr. Vice President -Merchandising
12 Ms. Renu Khosla
Vice President- Key Account
13 Mr. Rajesh Sharma
Chief Financial Officer-Bangladesh Operations
14 Mr. Kulbhushan Aggarwal
Finance Director -Vietnam Operations
15 Mr. Sumit Lath
16 Mr. Gaurav Puri
17 Mr. Bhanu Dora
18 Mr. Madhusudan
19 Mr. Manoj Arora
Chief Financial Officer - Hong Kong Operations
Asst.Vice President - SAP
General Manager - Shipping
Asst.Vice President - Fabric
Asst.Vice President - CSR
20 Ms. Sabina Chanderkant Ingale
Business Head - Bangladesh Operations
21 Ms. Nalini Vats
Vice President- Merchandising
22 Mr. Rajesh Kumar Sawani
Asst.Vice President - Quality
23 Mr. Sachin Gupta
Vice President - Merchandising
Exercise price of all aforesaid Stock options granted - ` 300/- per option.
60,000
30,000
20,000
20,000
20,000
20,000
20,000
20,000
17,500
10,000
7,500
7,500
7,500
7,500
7,500
5,000
5,000
5,000
5,000
5,000
4,000
4,000
4,000
95
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements ANNExuRE-vI
[PURSUANT TO RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014]
Particulars
Disclosures
The ratio of the remuneration of each Director to the median
remuneration of the employees for the financial year
Mr. Pallab Banerjee (MD)
Mr. Shailesh Kumar (WTD)
Sl.
No.
I
II
the percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year;
Mr. Deepak Kumar (WTD)
Mr. Pallab Banerjee (MD)
Mr. Shailesh Kumar (WTD)
Mr. Deepak Kumar (WTD)
Mr. Sanjay Gandhi (Group CFO)
Mr. Narendra Kumar Somani (CFO)
Ms. Shilpa Budhia (CS)
32.58x
5.10x
6.55x
NIL
NIL
NIL
6.24%
7.09%
NIL
III The percentage increase in the median remuneration of
employees in the financial year
IV The number of permanent employees on the rolls of the
Company
V Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the managerial remuneration;
The median remuneration of the employees in the financial
year was increased by 5.03%.
There were 8452 permanent employees as on March 31,
2023
Average percentile increase in the salary of employees
other than managerial personnel in the last financial year
was 5.03%.
Average percentile increase in the salary of Managerial
personnel in the last financial year was 7.09%
VI The key parameters for any variable component of
NIL
remuneration availed by the directors;
VII Affirmation that the remuneration is as per the remuneration
policy of the Company
The remuneration paid to Directors/employees is as per
remuneration policy.
Note: No remuneration being paid to the Non-Executive Directors except sitting fee.
For and on behalf of the Board
for Pearl Global Industries Limited
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Pallab Banerjee)
Managing Director
DIN 07193749
Place: Gurugram
Dated: May 15, 2023
96
pearl global industries limited ANNExuRE vIII
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO REQUIRED UNDER THE COMPANIES (ACCOUNTS) RULES, 2014.
A. CONSERVATION OF ENERGY
(i) Steps taken for conservation of energy:
-
Installed Steam boilers in place of electrical boilers
- Replaced old office electrical items like Air Conditions, fans with energy efficient ones.
- Other measures like placing focused lighting systems and reducing lights wherever not needed.
-
Effective utilisation of work station for energy conservation
(ii) Steps taken by the Company for utilising alternate sources of energy:
The Company being into garment manufacturing does not consume heavy electricity. However, the Company has
installed 200 KW capacity of solar energy plant at its factory located at Chennai.
(iii) The Capital investment on energy conversation equipment:
The Company has invested approx ` 1.07 Crores for installation of solar energy plant.
B. TECHNOLOGY ABSORPTION:
(i) Efforts made towards technology absorption:
Nil
(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:
Not Applicable
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year):
a Technology Imported
b Year of Import
c Has technology been fully absorbed?
d
If not fully absorbed, areas where this has not taken place, and the reasons.
(iv) The expenditure incurred on Research & Development:
Expenditure on R & D
a)
b)
Capital
Recurring
Total
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings
Particulars
Export of Goods - FOB basis
Interest Income
IT/SAP Income
Total
:
:
:
:
N.A.
N.A.
N.A.
N.A.
2022-23
NIL
419.13
419.13
2022-23
1,00,943.77
8.07
151.38
(`/Lakh)
2021-22
NIL
254.90
254.90
(`/Lakh)
2021-22
84,129.91
14.40
97.87
1,01,103.22
84,242.18
97
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
Annexure vIII to the Director’s Report (Contd.)
Foreign Exchange Outgo
Particulars
Imports
Foreign Travelling
EDI Expenses
Others
Total
Place: Gurugram
Dated: May 15, 2023
2022-23
3,974.36
58.19
92.25
302.77
(`./Lakh)
2021-22
2,270.03
37.72
10.97
102.50
4,427.57
2,421.22
For and on behalf of the Board
for Pearl Global Industries Limited
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Pallab Banerjee)
Managing Director
DIN 07193749
98
pearl global industries limited CORPORATE GOvERNANCE
1. CORPORATE GOVERNANCE
Pearl Global Industries Limited’s (“PGIL” or “Company”)
governance framework enjoins the highest standards
of ethical and responsible conduct of business to create
value for all stakeholders. It continues to focus on
good corporate governance, in line with emerging local
and global standards. It understands and respects its
fiduciary role in the corporate world. Besides adhering
to the prescribed corporate governance practices as
per Regulation 4(2) read with chapter IV of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), the Company
voluntarily governs itself as per highest standards
of ethical and responsible conduct of business in all
facets of its operations and in all interactions with
its stakeholders, including shareholders, employees,
consumers, lenders and the community at large.
This report of your Company contains all the
information and disclosures which are required to
be given under the Companies Act, 2013 (“Act”) and
Listing Regulations.
2. PHILOSOPHY ON CORPORATE GOVERNANCE
fairness
aspirations
stakeholders’
Corporate Governance encompasses a set of systems
and practices to ensure that the Company’s affairs
are being managed in a manner which ensures
accountability,
in all
transparency and
transactions in the widest sense. The objective is to
meet
societal
expectations. Good governance practices stem from
the dynamic culture and positive mindset of the
organisation. We are committed to meet the aspirations
of all our stakeholders. This is demonstrated in
shareholder returns, better credit ratings, awards
recognitions, governance processes and
and
focused work
an entrepreneurial performance
environment.
and
trust with all
At PGIL, Corporate Governance is all about maintaining
the
a valuable relationship and
stakeholders. We consider stakeholders as partners
in our success and remain committed to maximising
stakeholders’
it Customers, Local
Communities, Employees, Suppliers & Distributors,
Investors & Shareholders and Government &
Regulatory Authorities.
value, be
Over the years, we have strengthened governance
practices. These practices define the way business
is conducted and value is generated. Stakeholders’
interests are taken
into account before making
any business decision. PGIL has the distinction of
consistently rewarding its shareholders for over three
eventful decades. Since then, PGIL has moved from
one big idea to another and these milestones continue
to fuel its relentless pursuit of ever-higher goals.
is not
journey to constantly
We believe, Corporate Governance
just a
improve
destination, but a
sustainable value creation. It is an upward-moving
target that we collectively strive towards achieving. Our
multiple initiatives towards maintaining the highest
standards of governance are detailed in this Report.
3. BOARD OF DIRECTORS
At PGIL, we believe that an active, well-informed and
Independent Board is necessary to ensure highest
standards of Corporate Governance. The Board of
Directors of PGIL, being at the core of its Corporate
Governance practice, plays the most pivotal role in
overseeing how the management serves and protects
the long term interests of all our stakeholders.
PGIL’s Board consists of an optimal combination of
Executive, Non-Executive and Independent Directors
including Woman Director, representing a judicious
mix of professionalism, knowledge and experience.
The Directors bring in expertise in the fields of
strategy, management, business development, legal,
finance and economics, among others. The Board
provides leadership, strategic guidance, objective and
independent view to the Company’s management
while discharging its fiduciary responsibilities, thereby
ensuring that the management adheres to high
standards of ethics, transparency and disclosure.
Composition and Category of Directors: The
composition of the Board meet the requirements of
Regulation 17(1) of Listing Regulations. As on March
31, 2023, the Company’s Board of Directors consists
of 12 (Twelve) Directors including, Executive, Non-
Executive Directors (NEDs) and Independent Directors
(IDs).
The following is the percentage of Executive and Non-
Executive Directors of the Company:
Category of Directors
Executive
Non-Executive Non-
Independent (Promoter)
Non-Executive
Independent (including
women)
Total
No. of
Directors
3
3
% of total no.
of Directors
25
25
6
12
50
100
Note: The Chairman of the Board is Non-Executive
Promoter Director.
99
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
The details of each member of the Board as on March 31, 2023 and their attendance at the Board Meetings during the
year and last AGM are provided hereunder:
Name of Director and
Director Identification
Number
(DIN)
Mr. Deepak Kumar Seth
(DIN: 00003021)
Mr. Pulkit Seth
(DIN: 00003044)
Mrs. Shifalli Seth
(DIN: 01388430)
Mr. Pallab Banerjee#
(DIN: 07193749)
Mr. Shailesh Kumar
(DIN: 08897225)
Mr. Deepak Kumar
(DIN: 09497467)
Mr. Chittranjan Dua
(DIN: 00036080)
Executive/
Non-
Executive/
Independent /
Promoter
Company’s
shares
& other
convertible
instruments
No. of positions held in other
Public Companies
Directorship in Listed
Company(ies)
Board@
Committee (^)
Chairperson Member
Name of the
Company
Position
Held
Promoter –
Chairman &
Non-Executive
Director
Promoter
– Vice
-Chairman &
Non-Executive
Director
Promoter &
Non-Executive
Director
Managing
Director
Whole Time
Director
Whole Time
Director
Independent
Director
28,62,145
3
69,47,621
2
2,01,478
10,354
(60,000
ESOP)
-
-
-
2
2
-
-
6
-
-
-
-
-
-
2
2
-
-
-
-
-
5
Promoter,
Non-
Executive
Director
PDS Limited
(Formerly
PDS
Multinational
Fashions
Limited
-
-
-
-
-
-
-
-
-
-
TVS Motor
Company
Limited
Gillette India
Limited
Procter &
Gamble
Hygiene and
Health Care
Limited
Sundaram
-Clayton
Limited
Non-
Executive
Independent
Director
Non-
Executive
Independent
Director
Chairman
of the Board
and Non-
Executive
Independent
Director
Non-
Executive
Independent
Director
-
-
-
-
-
-
Mr. Rajendra Kumar
Aneja
Independent
Director
(DIN: 00731956)
100
pearl global industries limited CORPORATE GOvERNANCE (Contd.)
Name of Director and
Director Identification
Number
(DIN)
Executive/
Non-
Executive/
Independent /
Promoter
Company’s
shares
& other
convertible
instruments
No. of positions held in other
Public Companies
Directorship in Listed
Company(ies)
Board@
Committee (^)
Chairperson Member
Name of the
Company
Position
Held
Mr. Anil Nayar
(DIN: 01390190)
Mr. Abhishek Goyal
(DIN: 01928855)
Mrs. Madhulika
Bhupatkar
(DIN: 08712718)
Ms. Neha Khanna
(DIN: 03477800)
Independent
Director
Independent
Director
Independent
Director
Independent
Director
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(#) Mr. Pallab Banerjee was appointed as Managing Director with effect from April 01, 2022.
(@) Other Directorships does not include Foreign Companies, Bodies Corporate, Private Companies and Companies under
Section 8.
(^) Membership and chairmanship in Committees includes Audit Committee and Stakeholders’ Relationship Committee
as per Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for all public limited
companies whether listed or not, excluding the memberships and chairmanships in the Company.
No convertible instruments are held by Non-Executive Directors.
None of the Directors held directorship in more than 20 (twenty) Indian companies, with not more than 10 (ten) public
limited companies.
Board Meetings
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial
performance of the Company and its subsidiaries, apart from other statutory matters as required to be deliberated and
approved by the Board.
The notice and detailed agenda along with the relevant notes and other material information are sent in advance separately
to each Director and in exceptional cases tabled at the Meeting with the approval of the Board. The information as specified
in Schedule II to the Listing Regulations is regularly made available to the Board, whenever applicable, for discussion
and consideration. Video-conferencing facility as per procedure mandated under the Act, is also provided to facilitate the
Directors to participate at the meetings conveniently. The Board Agenda includes an Action Taken Report comprising of
actions arising from the previous Board Meetings and status updates thereof. The Chairman, Vice Chairman, Managing
Director, Group Chief Financial Officer, Chief Financial Officer and Company Secretary keep the members of the Board
informed about any material development/business update. from time to time.
The Board of Directors met six times during the Financial Year 2022-23 on May 25, 2022, June 03, 2022, June 30, 2022,
August 13, 2022, November 11, 2022 and February 07, 2023. All meetings were held with gap of less than 120 days. The
Company follows the relevant Secretarial Standards in relation to the Board Meetings.
Attendance of Directors at the Board Meetings and at the last Annual General Meeting (“AGM“)
Name of Directors
Sr.
No.
1. Mr. Deepak Kumar Seth
2. Mr. Pulkit Seth
3. Mrs. Shifalli Seth
4. Mr. Pallab Banerjee
5. Mr. Shailesh Kumar
No. of Board Meetings
Held
Attended
Attendance at the AGM held
on September 26, 2022
6
6
6
6
6
2
4
1
6
5
Yes
Yes
No
Yes
Yes
101
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
Name of Directors
Sr.
No.
6. Mr. Deepak Kumar
7. Mr. Chittranjan Dua
8. Mr. Rajendra Kumar Aneja
9. Mr. Anil Nayar
10. Mr. Abhishek Goyal
11. Mrs. Madhulika Bhupatkar
12. Ms. Neha Khanna
No. of Board Meetings
Held
Attended
Attendance at the AGM held
on September 26, 2022
6
6
6
6
6
6
6
4
4
3
6
3
4
4
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Note: The AGM of the Company was held on September 26, 2022 through Video Conference (VC).
Relationship amongst Directors
Mr. Deepak Kumar Seth, Chairman, Mr. Pulkit Seth, Vice Chairman and Mrs. Shifalli Seth, Non-Executive Director are related
to each other’s. Mrs. Shifalli Seth is the spouse of Mr. Pulkit Seth and Mr. Pulkit Seth is the son of Mr. Deepak Kumar Seth.
Familiarisation Programme for Independent Directors
At the time of appointing a Director, a formal letter of appointment is given to the concerned Director, which inter-alia
explains the role, function, duties and responsibilities as expected from a Director of the Company. The Director is also
explained in detail the Compliance requirements under the Act, the Listing Regulations and various statutes. The Chairman,
Vice- Chairman and Managing Director also have a one-to-one discussion with the newly appointed Director to familiarise
him / her with the Company’s operations.
The details of the Familiarisation Programme imparted to Independent Directors during 2022-23 is disclosed at Company’s
website at https://www.pearlglobal.com/investor-relations/
Core Skills/Expertise/Competence of the Board of Directors
The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, diversity
and independence. The Board provides leadership, strategic guidance, objective and an independent view to the Company’s
management while discharging its fiduciary responsibilities, thereby ensuring that the management adheres to high
standards of ethics, transparency and disclosure. The Board periodically evaluates the need for change in its composition
and size. The Company requires skills/expertise/competencies in the areas of strategy, finance, leadership, technology,
legal and governance, human resources, etc. to efficiently carry on its core businesses. The Board comprises qualified
members who bring the required skill, competence and expertise.
The following is the list of core skills/expertise/competencies identified by the Board of Directors as required in the context
of the business of the Company for it to function effectively and those actually available with the Board:
Name of the Director
Area of skills/expertise/competence
Product design,
Manufacturing,
Sales and
Marketing
Finance
Global
Business
Leadership
& Strategic
Planning
Technology
and
Innovation
Legal and
Governance
Human
Resource &
Administra-
tion
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mrs. Shifalli Seth
Mr. Pallab Banerjee
Mr. Shailesh Kumar
Mr. Deepak Kumar
Mr. Anil Nayar
Mr. Chittranjan Dua
Mr. Rajendra Kumar Aneja
Mr. Abhishek Goyal
Mrs. Madhulika Bhupatkar
Ms. Neha Khanna
√
√
√
√
-
-
√
-
√
-
-
-
√
√
-
√
-
-
√
-
√
√
-
√
√
√
√
√
-
-
√
√
√
√
√
√
√
√
√
√
-
-
√
√
√
√
√
√
√
√
√
√
-
-
-
-
-
-
-
-
√
√
-
√
√
√
√
√
√
√
√
√
√
√
-
√
√
√
-
-
-
-
√
-
102
pearl global industries limited CORPORATE GOvERNANCE (Contd.)
of Non-Executive Directors
Role
Independent Directors)
Non-Executive Directors play a critical role in balancing
the functioning of the Board by providing their
independent judgements on various matters discussed
in the Board meetings like formulation of business
strategies, monitoring of performances, etc. Their role,
inter-alia, includes the following:
•
•
•
Striking balance to the overall Board by providing
independent judgement;
Providing valuable suggestions / opinions on
Company’s strategies, overall performance; and
Scrutinising the performance of management.
(including
Directors and Officers Liability Insurance
As per the provisions of the Act and Listing Regulations
the Company has taken a Directors and Officers
Liability Insurance on behalf of all Directors including
Independent Directors, Officers and Managers for
indemnifying them against any liability in respect of
any negligence, default, misfeasance, breach of duty
or breach of trust for which they may be held guilty in
relation to the Company.
COMMITTEES OF THE BOARD
The Board of Directors have constituted Board
Committees to deal with specific areas and activities
which concern the Company and requires a closer
Directorship of Independent Directors and disclosures
review. The Board Committees are formed with
Independent Directors are Non-Executive Directors
as defined under Regulation 16(1)(b) of the Listing
Regulations read with Section 149(6) of the Act along
with rules framed thereunder. In terms of Regulation
25(8) of the Listing Regulations, they 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. Based on the declarations received from the
Independent Directors, the Board of Directors have
confirmed that they meet the criteria of independence
as mentioned under Regulation 16(1)(b) of the Listing
Regulations and that they are independent of the
management. Further, declaration on compliance
with Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
regarding the requirement relating to enrolment in the
Data Bank created by MCA for Independent Directors,
has been received from all the Independent Directors.
None of the Independent Directors of the Company
serve as an Independent Director in more than 7 (seven)
listed companies. None of the Independent Directors is
serving as a Whole-Time Director/Managing Director
in any listed entity.
All Non-Executive Independent Directors are persons
of eminence and bring a wide range of expertise and
experience to the Board. All Independent Directors
of the Company have been appointed as per the
provisions of the Act and Listing Regulations.
During the year, no Independent Director has resigned
before the expiry of his/her tenure.
A formal letter of appointment to Independent Directors
as provided in the Act and Listing Regulations has been
issued at the time of appointment and disclosed on
website of the Company.
approval of the Board and function within their
respective Charters. These Committees play a pivotal
role in the overall Management of day-to-day affairs
and governance of the Company.
The Board Committees meet at regular intervals and
take necessary steps to perform their duties entrusted
by the Board. The Minutes of the Committee Meetings
are placed before the Board for noting.
The Company has
following six Board Level
Committees:
•
•
•
•
•
•
Audit Committee
Nomination and Remuneration Committee
Stakeholders’ Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Finance Committee
4. AUDIT COMMITTEE
The Audit Committee has had been constituted as
per Section 177 of the Act and the guidelines set out
in Regulation 18 of Listing Regulations. The primary
objective of the Audit Committee is to monitor and
provide effective supervision of the Management’s
financial reporting process with a view to ensuring
accurate and timely disclosures, with the highest
levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out
in the financial reporting process by the management,
the
internal auditors and the Statutory Auditors
and notes the processes and safeguards employed
by each. All possible measures are taken by the
Committee to ensure the objectivity and independence
of the auditors.
103
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
Brief description of terms of reference:
1. Reviewing with the management, quarterly/
annual financial statements before submission to
the Board, focusing primarily on:
•
•
financial
Company’s
reporting
The
process and the disclosure of its financial
information, including earnings, to ensure
that the financial statements are correct,
sufficient and credible;
Reports on the Management Discussion
and Analysis of financial condition, results of
Operations and the Directors’ Responsibility
Statement;
• Major
accounting
involving
estimates based on exercise of judgment by
Management;
entries
•
•
•
•
•
Compliance with accounting standards and
changes in accounting policies and practices
as well as reasons thereof;
Draft Audit Report, qualifications, if any and
significant adjustments arising out of audit;
Scrutinise
investments; and
inter corporate
loans and
Disclosures made under the CEO and CFO
certification and
Approval or any subsequent modification of
transactions with related parties,
2. Review with the management, statutory auditor
and internal auditor, adequacy of internal control
identify weakness or deficiencies
systems,
and
the
management.
recommending
improvements
to
3. Recommend
the
appointment/removal
of
the statutory auditor, fixing audit fees and
approving consulting services provided by the
statutory auditors’ firms to the Company and its
subsidiaries; evaluating auditors’ performance,
qualifications, experience,
independence and
pending proceedings relating to professional
misconduct, if any.
4. Discuss with the internal auditor and senior
management, significant internal audit findings
and follow-up thereon.
5. Review the findings of any internal investigation
into matters
fraud or
irregularity or a failure of internal control systems
of a material nature and report the matter to the
Board.
involving suspected
104
6. Discuss with the statutory auditor before the
audit commences, the nature and scope of audit,
as well as conduct post-audit discussions to
ascertain any area of concern.
7. Review the functioning of the Vigil Mechanism
under the Whistle-Blower policy of the Company.
8. Review the financial statements and investments
made by subsidiary companies and oversight
relating to areas such as adequacy of the internal
audit structure and function of the subsidiaries,
their status of audit plan and its execution, key
internal audit observations, risk management and
the control environment.
9.
Look into reasons for any substantial defaults in
payment to the creditors, if any.
10. Review the effectiveness of the system for
monitoring compliance with laws and regulations.
11. Approve the appointment of CFO after assessing
the qualification, experience and background etc.
of the candidate.
12. To approve and review policies in relation to
the implementation of the Code of Conduct
for Prevention of Insider Trading and Code of
Corporate Disclosure Practices (”Code”) to note
the dealings by Designated Persons in securities
of the Company and to provide directions on any
penal action to be initiated, in case of any violation
of the Code.
13. Note and take on record the status reports,
detailing the dealings by designated persons
in securities of PGIL, as submitted by our
compliance officer on a quarterly basis and
to provide directions on any penalties for any
violations of the Insider Trading Code. Ms. Shilpa
Budhia, Company Secretary of the Company is
the Compliance Officer under the Insider Trading
Code.
Composition, name of Members and Chairperson
The Committee comprises 4 members, all being IDs,
who are financially literate and have relevant finance
and/or audit exposure. The quorum of the Committee
is two members or one-third of its members, whichever
is higher, with atleast two IDs. The Chairman of the
Audit Committee also attended the previous Annual
General Meeting of the Company. Members of the
Audit Committee Meeting meet the Statutory Auditors
before the quarterly financial results meetings. The
Audit Committee comprises of the following members:
pearl global industries limited CORPORATE GOvERNANCE (Contd.)
Name of the Members
Mr. Anil Nayar
Designation
Chairman
Mrs. Madhulika Bhupatkar
Mr. Abhishek Goyal
Mr. Rajendra Kumar Aneja
Member
Member
Member
The Secretary of the Company acts as Secretary of the
Committee.
Meetings and attendance during the year
The Audit Committee met four times during the
Financial Year 2022-23. The maximum gap between
two Meetings was less than 120 days. During the year,
the meetings of the Audit Committee were held on May
25, 2022, August 13, 2022, November 11, 2022 and
February 07, 2023. The requisite quorum was present
for all Meetings.
The attendance of Members at its meetings held during
the year is as follows:
Name of the
Member
Category
Mr. Anil Nayar
Mrs. Madhulika
Bhupatkar
Mr. Abhishek
Goyal
Mr. Rajendra
Kumar Aneja
Independent
Director
Independent
Director
Independent
Director
Independent
Director
No. of
Meetings
entitled to
attend
4
4
4
4
No. of
Meetings
Attended
4
4
3
3
5. NOMINATION AND REMUNERATION COMMITTEE
Brief description of terms of reference
The Nomination and Remuneration Committee
(NRC) of the Company functions according to its
terms of reference, that defines its objective, meeting
requirements, authority and power, responsibilities,
reporting and evaluation functions in accordance with
Section 178 of the Act and Regulation 19 read with Part
D of Schedule II of the Listing Regulations. The terms of
reference as mandated under the Listing Regulations,
are as follows:
•
attributes
the criteria
positive
for determining
Formulation of
qualifications,
and
independence of a director and recommend to
the Board of Directors a policy relating to, the
remuneration of the Directors, Key Managerial
Personnel, Senior Management and other
employees.
•
To identify persons who are qualified to become
directors and persons who may be appointed
in Senior Management Position including Key
Managerial Personnel in accordance with the
criteria laid down, and recommend to the Board of
Directors their appointment and removal.
•
For every appointment of an
Independent
Director,
the Committee shall evaluate
the
balance of skills, knowledge and experience on
the Board and on the basis of such evaluation,
prepare a description of the role and capabilities
required of an Independent Director. The person
recommended to the Board for appointment as an
Independent Director shall have the capabilities
identified in such description. For the purpose of
identifying suitable candidates, the Committee
may: a. use the services of an external agencies,
if required; b. consider candidates from a wide
range of backgrounds, having due regard to
diversity; and c. consider the time commitments
of the candidates
•
Formulate the criteria for effective evaluation
of performance of Board of Directors,
its
Committees and Individual Directors including
Independent Directors, to be carried out either by
the Board or by Nomination and Remuneration
Committee or through an Independent External
Agency and review
its
implementation and
compliance. Formulation of criteria for evaluation
of performance of Independent Directors and the
Board of Directors.
•
To recommend to the Board of Directors,
qualifications, appointment, remuneration and
removal of directors, Key Managerial Personnel
and persons in Senior Management positions
in accordance with
the Nomination and
Remuneration policy.
To devise a policy on diversity of Board of
Directors.
To carry out performance evaluation of every
Director in accordance with the Nomination and
Remuneration policy.
•
•
• Whether to extend or continue the term of
appointment of the Independent Director, on the
basis of the report of performance evaluation of
independent directors.
•
To decide the remuneration of consultants
engaged by the Committee
105
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
•
To act as Compensation Committee as per
Regulation 5 of SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021
including administration and superintendence
of the Employee Stock Option Plan (Plan)
implemented by the Company.
Composition, name of members and Chairperson
The composition of NRC is in accordance with the
provisions of Section 178(1) of the Act and Regulation
19 of
the Listing Regulations. The Committee
comprises 3 IDs and 1 NED.
The composition of the NRC is as follows:
Name of the Members
Mr. Abhishek Goyal
Mr. Deepak Kumar Seth
Mr. Anil Nayar
Mr. Rajendra Kumar Aneja
Meeting and Attendance
Designation
Chairman
Member
Member
Member
During the period under review, three NRC meetings
were held on June 30, 2022, October 10, 2022, and
November 11, 2022. The requisite quorum was
present for all the meetings. The Chairman of the NRC
also attended the last Annual General Meeting of the
Company.
The attendance of Members at its meetings held during
the year is as follows:
Name of the
Member
Category
No. of
Meetings
entitled
to attend
No. of
Meetings
Attended
Mr. Abhishek
Goyal
Independent
Director
Mr. Deepak
Kumar Seth
Mr. Anil Nayar
Mr. Rajendra
Kumar Aneja
Non-
Executive
Director
Independent
Director
Independent
Director
3
3
3
3
3
3
3
3
Performance evaluation criteria for Independent
Directors
The performance evaluation criteria for Non-Executive
Directors, including IDs, is determined by the NRC.
An indicative list of factors that were evaluated
include participation and contribution by a director,
commitment, effective deployment of knowledge and
expertise, effective management of relationship with
stakeholders, role in Board constituted committees,
integrity and maintenance of confidentiality and
independence of behaviour and judgement.
•
•
•
•
•
Attendance and contribution at Board and
Committee meetings;
Knowledge on specific matters like finance, legal,
marketing, internal controls, risk management,
and business operations;
Pro-active and positive approach with regard
to Board and Senior Management particularly
the arrangement for management of risk and
the steps needed to meet challenges from the
competition;
Openness to ideas, perspectives and opinions and
ability to challenge old practices and throwing up
new ideas for discussion;
Capacity to effectively examine financial and other
information on operations of the Company and
the ability to make positive contribution thereon.
In a separate meeting of independent Directors held on
February 24, 2023, performance of Non-Independent
Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking
into account the views of Executive Directors and
Non-Executive Directors. The same was discussed in
the Board meeting that followed the meeting of the
Independent Directors, at which the performance of
the Board, its committees and individual Directors was
also discussed.
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholder Relationship Committee (“SRC”) oversees,
inter-alia, redressal of shareholders and Investor
grievances, transfer/ transmission of Shares, non-
receipt of dividend declared, dematerialisation/
rematerialisation of shares and other related matters.
The SRC functions in accordance with Section 178
of the Act and Regulation 20 read with Part D of
Schedule II of the Listing Regulations. The roles and
responsibilities of the SRC are as follows:
•
•
•
Approve
securities and transmission of securities.
issue of duplicate certificates
for
Resolve grievances of security holders of the
Company,
to
including complaints
transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general
meetings etc.
related
Review measures taken for effective exercise of
voting rights by shareholders.
106
pearl global industries limited CORPORATE GOvERNANCE (Contd.)
•
•
•
•
•
•
Review adherence to the service standards
adopted by the Company in respect of various
services being rendered by the Registrar & Share
Transfer Agent.
Review various measures and initiatives taken
by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt
of dividend warrants/annual reports/statutory
notices by the Shareholders of the Company.
Oversee statutory compliance relating to all
securities
including dividend payments and
transfer of unclaimed amounts to the Investor
Education and Protection Fund and claims made
by members / investors from the said fund.
Review movements
ownership structures of the Company.
in
shareholding and
Suggest and drive implementation of various
investor friendly initiatives.
Carry out any other function as is referred by
the Board from time to time or enforced by
any statutory notification / amendment or
modification as may be applicable.
Composition, name of the Members and Chairperson
The Committee comprises 2 IDs and the 1 NED.
The Chairman of the Committee is the Independent
Director.
As on March 31, 2023, the committee comprises of the
following members:
Name of the Director
Mr. Anil Nayar
Mr. Pulkit Seth
Mr. Rajendra Kumar Aneja
Meeting and Attendance
Designation
Chairman
Member
Member
During under the review eight SRC meetings were
held on April 15, 2022, June 10, 2022, June 28, 2022
August 18, 2022, August 23, 2022, September 15,
2022, November 24, 2022 and February 22, 2023. The
requisite quorum was present at all the Meetings.
The Chairperson of the Stakeholders’ Relationship
Committee was present at the last Annual General
Meeting of the Company held on September 26, 2022.
The composition of the SRC and attendance of its
Members at its meetings held during the year is as
follows:
Name of the
Member
Category
No. of
Meetings
entitled
to attend
No. of
Meetings
Attended
Mr. Anil Nayar
Mr. Pulkit Seth
Independent
Director
Non-
Executive
Director
Mr. Rajendra
Kumar Aneja
Independent
Director
8
8
8
8
8
2
The Company Secretary acts as Secretary to the
Committee and is also designated as Compliance
Officer pursuant to the requirements of Listing
Regulations.
The Secretarial Department of the Company and
the Registrar and Share Transfer Agent, Link Intime
India Private Limited attend to all grievances of the
shareholders received directly or through SEBI, Stock
Exchanges, Ministry of Corporate Affairs, Registrar
of Companies, etc. The Minutes of Stakeholders
Relationship Committee Meetings are circulated to the
Board and noted by the Board of Directors.
Continuous efforts are made to ensure that grievances
are more expeditiously redressed to the complete
satisfaction of
investors. Shareholders are
requested to furnish their updated telephone numbers
and e-mail addresses to facilitate prompt action.
the
Details of Shareholders’ Complaints
There were no pending share transfers and pending
requests for dematerialisation as on March 31,
2023. Shareholders’/Investors’ complaints and other
correspondence are normally attended to within
7 (seven) working days except those which are
constrained by disputes or legal impediments.
The details of complaints received, resolved, pending
during the 2022-23 is given below:
Complaints pending as on April 01, 2022
Complaints received during the year
Complaints resolved during the year
Complaints pending as on March 31, 2023
0
0
0
0
The above table includes Complaints received by
the Company from SEBI SCORES and through Stock
Exchanges where the securities of the Company are
listed.
107
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
7. RISK MANAGEMENT COMMITTEE
The Committee is constituted and functions as per
Regulation 21 read with Part D of Schedule II of the
Listing Regulations to frame, implement and monitor
the risk management plan for the Company. The terms
of reference enumerated in the Committee Charter, as
mandated under the Listing Regulations are as follows:
Brief description of terms of reference
•
•
•
the Company’s
Reviewing
risk governance
structure, risk assessment and risk management
practices and guidelines, policies and procedures
for risk assessment and risk management
including the risk management plan
Reviewing and approving Enterprise-wide Risk
Management (ERM) framework.
Review the alignment of the ERM framework with
the strategy of the Company.
• Monitor the Company’s risk appetite and strategy
relating to key risks, including credit risk, liquidity
and funding risk, market risk, cyber security risk,
forex risk, product risk and reputational risk, as
well as the guidelines, policies and processes for
monitoring and mitigating such risks.
•
•
•
•
•
Oversee Company’s process and policies
for determining
review
management’s measurement and comparison of
overall risk tolerance to established levels.
tolerance and
risk
Review and analyse risk exposure related to
specific issues, concentrations and limit excesses,
and provide oversight of risk across organisation.
Review compliance with risk policies, monitor
breaches / trigger trips of risk tolerance limits and
direct action.
Nurture a healthy and
management function in the Company.
independent
risk
Carry out any other function as is referred by
the Board from time to time or enforced by any
statutory notification/ amendment or modification
as may be applicable.
As on March 31, 2023, the Risk Management
Committee comprises of the following members::
Name of the Members
Designation
Mr. Pallab Banerjee
Ms. Neha Khanna
Mr. Abhishek Goyal
Meetings and attendance
Chairman
Member
Member
During the year under review, two meetings were
held on August 13, 2022 and February 07, 2023 and
all members of the Committee were present at the
meetings. The maximum gap between any two
meetings was in compliance with the Act and Listing
Regulations.
Name of the
Member
Category
No. of
Meetings
entitled
to attend
No. of
Meetings
Attended
Mr. Pallab
Banerjee
Ms. Neha
Khanna
Mr. Abhishek
Goyal
Managing
Director
Independent
Director
Independent
Director
2
2
2
2
2
2
8. CORPORATE SOCIAL REPOSIBILITY COMMITTEE
The Committee
is constituted by the Board
in
accordance with the Act to:
a.
Formulate and recommend to the Board, a
Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the
Company as specified in Schedule VII of the Act;
b. Recommend the amount of expenditure to be
incurred on the activities referred to in the above
clause (a); and
c. Monitor the Corporate Social Responsibility Policy
of the Company from time to time.
Composition, name of members and Chairperson
The Composition of Corporate Social Responsibility
Composition, name of members and Chairperson
(“CSR”) Committee
is
in accordance with
the
The composition of the Risk Management Committee
is in conformity with the requirements of Listing
Regulations, with majority of members being Directors
of the Company. The Members of the RMC comprise
of 2 IDs, 1 ED. The Chairperson of the Committee is the
Executive Director.
provisions of Section 135 of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
The Chairperson of the Committee is Independent
Director. The Committee comprises of three Directors
and details of the composition during the year are as
under:
108
pearl global industries limited
CORPORATE GOvERNANCE (Contd.)
Name of the Members
Mrs. Madhulika Bhupatkar
Mr. Pulkit Seth
Mr. Anil Nayar
Meetings and attendance:
Designation
Chairperson
Member
Member
During the financial year 2022-23, one meeting was
held on May 25, 2022. The Secretary of the Company
acts as Secretary of the Committee. The Chairperson
of the CSR Committee was present at the last Annual
General Meeting of the Company held on September
26, 2022.
Name of the
Member
Category
No. of
Meetings
entitled
to attend
No. of
Meetings
Attended
Mrs. Madhulika
Bhupatkar
Independent
Director
Mr. Pulkit Seth Non- Executive
Mr. Anil Nayar
Director
Independent
Director
1
1
1
1
1
1
9. FINANCE COMMITTEE
Composition, name of members and Chairperson:
The Members of the Finance Committee comprise of
1 ID, 2 NED and 1 ED. The Chairman of the Finance
Committee is the Non-Executive Director.
As on March 31, 2023, the Finance Committee
comprises of:
Name of the Members
Mr. Pulkit Seth
Mrs. Shifalli Seth
Mr. Abhishek Goyal
Mr. Pallab Banerjee
Meetings and attendance:
Designation
Chairman
Member
Member
Member
During the period under review, eleven meetings were
held on April 26, 2022, April 30, 2022, May 31 2022,
July 05, 2022, 30th August 2022, September 26, 2022,
November 14, 2022, December 19, 2022, January 11,
2023, February 13, 2023 and March 30, 2023. The
requisite quorum was present for all the meetings.
The Secretary of the Company acts as Secretary of the Committee.
Name of the Members
Category
No. of Meetings entitled
to attend
No. of Meeting attended
Mr. Pulkit Seth
Mrs. Shifalli Seth
Mr. Abhishek Goyal
Mr. Pallab Banerjee*
Non-Executive Director
Non-Executive Director
Independent Director
Executive Director
11
11
11
2
*Mr. Pallab Banerjee inducted as a member of the Committee from February 07, 2023.
Remuneration of Directors
11
11
11
2
The Non-Executive Directors including Independent Directors are paid Sitting Fees for attending each Meeting of the Board
or Committee. The Non-Executive Director/Independent Directors do not have any pecuniary relationship or transactions
with the Company.
109
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
I
L
N
I
L
N
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
I
L
N
I
L
N
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
I
L
N
I
L
N
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
I
L
N
I
L
N
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
I
L
N
I
L
N
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
I
L
N
I
L
N
5
2
1
.
5
2
.
1
5
2
1
.
5
2
.
1
0
0
1
.
0
0
.
1
0
0
1
.
0
0
.
1
5
2
1
.
5
2
.
1
5
7
1
.
5
7
.
1
0
0
6
.
3
3
4
.
0
0
5
.
0
3
1
.
0
0
2
1
.
0
0
0
1
.
r
o
t
c
e
r
i
D
r
o
t
c
e
r
i
D
7
5
6
3
.
8
2
8
1
.
9
7
0
5
.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
2
0
.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8
3
4
.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
r
o
t
c
e
r
i
D
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
e
c
n
a
w
o
l
l
A
e
c
n
a
y
e
v
n
o
C
e
c
n
a
w
o
l
l
A
l
i
a
c
e
p
S
l
i
a
c
d
e
M
s
u
n
o
B
y
r
a
a
S
l
A
R
H
i
i
n
o
s
s
m
m
o
C
s
t
n
e
n
o
p
m
o
c
d
e
x
fi
f
o
p
u
k
a
e
r
B
e
c
n
a
m
r
o
f
r
e
p
h
t
i
w
s
e
v
i
t
n
e
c
n
i
d
e
k
n
i
l
e
c
n
a
m
r
o
f
r
e
P
d
n
a
s
e
e
f
e
c
n
a
r
e
v
e
S
,
d
o
i
r
e
P
e
c
i
t
o
N
:
)
y
n
a
f
i
(
s
l
i
a
t
e
d
s
n
o
i
t
p
O
k
c
o
t
S
e
v
i
t
n
e
c
n
I
e
c
n
a
m
r
o
f
r
e
P
t
c
a
r
t
n
o
C
e
c
v
r
e
S
i
a
i
r
e
t
i
r
c
d
n
u
F
t
n
e
d
v
o
r
P
i
i
s
e
t
i
s
u
q
r
e
P
i
n
o
s
n
e
P
i
.
t
n
u
o
c
s
d
t
a
d
e
u
s
s
i
r
e
h
t
e
h
W
-
-
-
-
.
1
1
7
5
1
s
r
a
e
y
3
s
r
a
e
y
3
s
r
a
e
y
3
I
L
N
I
L
N
I
L
N
I
L
N
-
-
-
-
-
-
s
r
a
e
y
I
L
N
0
0
0
0
6
,
t
a
d
e
u
s
s
I
t
n
u
o
c
s
d
%
5
3
i
t
e
k
r
a
m
n
o
i
n
h
t
i
w
e
c
i
r
p
4
f
o
d
o
i
r
e
p
a
5
5
.
2
2
3
.
6
1
3
1
.
7
6
2
-
-
-
-
I
L
N
I
L
N
-
-
-
-
I
L
N
I
L
N
-
-
-
-
I
L
N
I
L
N
-
-
0
0
1
.
0
0
.
1
0
5
0
.
0
5
.
0
s
e
e
F
g
n
i
t
t
i
S
l
a
t
o
T
l
i
e
b
a
s
c
r
e
x
e
s
i
d
n
a
d
e
u
r
c
c
a
s
i
t
i
i
h
c
h
w
r
e
v
o
d
o
i
r
e
P
.
l
s
r
e
d
o
h
e
r
a
h
s
/
d
r
a
o
B
f
o
n
o
i
t
u
o
s
e
R
m
o
r
f
l
t
r
a
p
a
s
r
o
t
c
e
r
i
d
e
v
i
t
u
c
e
x
e
h
t
i
w
i
t
c
a
r
t
n
o
c
e
c
v
r
e
s
e
t
a
r
a
p
e
s
y
n
a
e
v
a
h
t
o
n
s
e
o
d
y
n
a
p
m
o
C
e
h
T
.
n
o
i
t
p
o
k
c
o
t
s
f
o
y
c
i
l
o
p
a
s
a
h
y
n
a
p
m
o
C
e
h
T
r
a
k
t
a
p
u
h
B
l
a
y
o
G
r
a
m
u
K
a
j
e
n
A
)
s
h
k
a
L
n
I
`
(
a
h
e
N
.
s
M
.
s
r
M
.
r
M
.
r
M
.
r
M
a
n
n
a
h
K
a
k
i
l
u
h
d
a
M
k
e
h
s
i
h
b
A
a
r
d
n
e
j
a
R
a
u
D
R
C
.
l
i
n
A
.
r
M
r
a
y
a
N
.
r
M
.
r
M
.
r
M
k
a
p
e
e
D
h
s
e
l
i
a
h
S
b
a
l
l
a
P
r
a
m
u
K
r
a
m
u
K
e
e
j
r
e
n
a
B
.
s
r
M
i
l
l
a
f
i
h
S
h
t
e
S
.
r
M
l
t
i
k
u
P
h
t
e
S
.
r
M
k
a
p
e
e
D
r
a
m
u
K
h
t
e
S
)
s
(
r
o
t
c
e
r
i
D
e
h
t
f
o
e
m
a
N
r
o
t
c
e
r
i
D
r
o
t
c
e
r
i
D
r
o
t
c
e
r
i
D
r
o
t
c
e
r
i
D
r
o
t
c
e
r
i
D
r
o
t
c
e
r
i
D
e
m
T
i
e
m
T
i
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
n
a
m
r
i
a
h
C
t
n
e
d
n
e
p
e
d
n
I
t
n
e
d
n
e
p
e
d
n
I
t
n
e
d
n
e
p
e
d
n
I
t
n
e
d
n
e
p
e
d
n
I
t
n
e
d
n
e
p
e
d
n
I
t
n
e
d
n
e
p
e
d
n
I
l
e
o
h
W
l
e
o
h
W
i
g
n
g
a
n
a
M
-
x
E
-
n
o
N
-
e
c
V
i
n
a
m
r
i
a
h
C
n
o
i
t
a
n
g
s
e
D
i
:
3
2
0
2
,
1
3
h
c
r
a
M
d
e
d
n
e
r
a
e
y
e
h
t
i
r
o
f
s
r
o
t
c
e
r
i
D
o
t
d
a
p
n
o
i
t
a
r
e
n
u
m
e
R
f
o
s
l
i
a
t
e
D
)
.
d
t
n
o
C
(
E
C
N
A
N
R
E
v
O
G
E
T
A
R
O
P
R
O
C
110
pearl global industries limited
CORPORATE GOvERNANCE (Contd.)
11. GENERAL BODY MEETINGS
Location and time where last 3 Annual General Meetings were held:
Year
2019-20
AGM
31st
2020-21
32nd
Location
Date
Special Resolution passed
Through Video Conferencing
(VC) or Other Audio-Visual
Means (OAVM)
26.11.2020 Nil
Through Video Conferencing
(VC) or Other Audio-Visual
Means (OAVM)
24.09.2021 1. Appointment of Ms. Neha Khanna
as an Independent Director of the
Company.
Time
11.30 AM
5.00 PM
2. Re-Appoint Mr. Abhishek Goyal
as an Independent Director of the
Company.
3. Re-appoint Mrs. Shifalli Seth as
Whole-Time Director of the Company.
4. To appoint Mr. Pallab Banerjee as
Whole Time Director to be Designated
as Joint Managing Director of the
Company.
5. To-approve
Related
Party
Transactions with Mr. Pulkit Seth,
Managing Director of the Company
for holding office or place of profit in
the branch office of the Company as
Chief Executive Officer.
2021-22
33rd
Through Video Conferencing
(VC) or Other Audio-Visual
Means (OAVM)
26.09.2022 NIL
5.00 PM
Details of Resolutions Passed Through Postal Ballot:
During the financial year 2022-23, under Section 110 of the Companies Act, 2013 read with Companies (Management and
Administration) Rules, 2014, the Company passed the following Special Resolutions by postal ballot:
Particular of Resolutions
S.
No.
Total valid
votes cast
Votes cast in favour of
Resolution
Votes cast against the
Resolution
1. Approval of Pearl Global Industries Limited
147,39,480
147,26,926
99.91
No.
%
No.
12,554
Employee Stock Option Plan 2022
2. Approval of grant of Stock Options to the
employees of group company including
subsidiary company or
its associate
company, in India or outside India, under
Pearl Global Industries Limited Employee
Stock Option Plan 2022.
147,39,505
147,26,927
99.91
12,578
%
0.09
0.09
Mr. Jayant Sood (FCS 4482), Practicing Company Secretary was appointed as the scrutiniser for carrying out the Postal
ballot process in a fair and transparent manner.
Mr. Pallab Banerjee, Managing Director was authorised by the Board of Directors to issue the Postal ballot notice and Mr.
Shailesh Kumar, Whole Time Director of the Company was authorised to announce the postal ballot result.
Procedure followed for postal ballot:
Where a Company is required or decides to pass any resolution by way of Postal Ballot, it shall send a notice to all the
shareholders, along with a draft resolution explaining the reasons thereof and requesting them to send their assent or
111
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements
CORPORATE GOvERNANCE (Contd.)
dissent in writing on a Postal Ballot because Postal Ballot means voting by post or through electronic means within a
period of thirty days from the commencement of voting. However, during 2022-23, the Company has not send the physical
Ballot Paper due to the relaxation provided by Ministry of Corporate Affairs. Your Company has followed the aforesaid
procedure stipulated in the Act, Listing Regulations and Secretarial Standard – 2, and has carried out Postal Ballot for the
items mentioned above.
12. MEANS OF COMMUNICATION
The quarterly results of the Company are published in leading and widely circulated English/Hindi National/Regional
Newspapers as per the requirements of the Listing Regulations. The results are also submitted to the BSE Limited and
National Stock Exchange of India Limited, through their online portal.
The results are normally published in Business Standard (English) and Business Standard (Hindi).
The Company’s Financial Results, Shareholding Pattern and official news releases, if any, are displayed on the Company’s
website www.pearlglobal.com, besides the website of BSE Limited at https://www.bseindia.com/ and National Stock
Exchange of India Limited at https://www.nseindia.com/.
The Company regularly updates the media, analysts, institutional investors, etc., through a formal presentation on its
financials as well as other business developments.
Analyst/Investor calls are also scheduled after every Board Meeting to provide insights on the Financial and Operational
performance of the Company. The audio of the call along with transcripts are also uploaded on website of the Company
along with websites of NSE and BSE.
13. GENERAL SHAREHOLDER INFORMATION
(i) Annual General Meeting
34th Annual General Meeting of the Company will be held on Monday, July 31, 2023 at 5:00 pm IST through Video
Conference.
(ii) Financial year : The financial year covers the period 1st April to 31st March.
Financial Calendar, 2023-24 (Tentative)
First Quarter Results
Second Quarter & Half Yearly Results
Third Quarter Results
Fourth Quarter & Annual Results
(iii) Dividend payment date: Not Applicable.
(iv) Listing on Stock Exchanges and their Stock Code
Second week of August, 2023
Second week of November, 2023
Second week of February, 2024
Last week of May, 2024
Name of the Stock Exchanges, wherein shares of the Company are currently listed and their Script Code:
Stock Exchange
BSE LIMITED
1ST FLOOR, NEW TRADING RING ROTUNDA BUILDING, P. J. TOWERS DALAL STREET,
FORT, MUMBAI – 400 001Mumbai
NATIONAL STOCK EXCHANGE OF INDIA LTD.
“EXCHANGE PLAZA”, PLOT NO. C- 1, G- BLOCK, BANDRA - KURLA COMPLEX, BANDRA
( E ), MUMBAI - 400 051
Stock Code
532808
PGIL
The Annual Listing Fee for the financial year 2023-2024 has been paid to the Stock Exchanges within the stipulated
time.
The ISIN No. of the equity shares of your Company is INE940H01014.
112
pearl global industries limited
CORPORATE GOvERNANCE (Contd.)
(v) Market Price Data: High, Low during each month in financial year 2022-23:
BSE Limited
Company Code: 532808
National Stock Exchange of India Limited
Company Code: PGIL
MONTH(S)
April 2022
May 2022
June 2022
July 2022
August 2022
September 2022
October 2022
November 2022
December 2022
January 2023
February 2023
March 2023
High
501.00
491.00
447.00
419.05
615.05
609.55
497.00
470.00
489.90
417.95
480.00
450.00
Low
413.90
367.80
327.25
363.45
372.45
440.05
406.80
390.00
366.55
357.10
334.35
388.70
High
510.00
490.00
441.20
424.00
618.00
612.50
538.00
469.90
484.90
419.95
479.00
450.00
(vi) Share price performance in comparison to BSE Sensex and NSE Nifty:
SHARE PRICES COMPARISION
BSE
NSE
Sensex
57,060.87
55,566.41
53,018.94
57,570.25
59,537.07
57,426.92
60,746.59
63,099.65
60,840.74
59,549.90
58,962.12
58,991.52
PGIL
452.05
414.00
403.35
392.30
584.70
453.80
412.55
443.00
409.60
379.30
394.40
409.20
MONTH(S) (As on end
of last trading day of
the month)
April 2022
May 2022
June 2022
July 2022
August 2022
September 2022
October 2022
November 2022
December 2022
January 2023
February 2023
March 2023
PGIL
458.10
417.00
399.20
390.75
587.40
453.25
410.90
445.30
410.00
379.05
397.00
409.05
(vii) Registrar and Share Transfer Agent
Link Intime India Private. Limited
Nobel Heights, 1st Floor
Plot No.NH-2, C-1 Block
LSC Near Savitri Market
Janakpuri, New Delhi - 110 058
Tel. No.
: 011 - 41410592 - 94
Fax No.
: 011 – 41410591,
E-mail
: delhi@linkintime.co.in
(viii) Share Transfer System
Low
415.00
380.45
325.35
363.80
371.15
436.85
402.20
390.20
361.10
357.70
335.00
384.00
Nifty
17,102.55
16,584.55
15,780.25
17,158.25
17.759.30
17,094.35
18,012.20
18,758.35
18,105.30
17,662.15
17,303.95
17,359.75
The Company’s shares being in compulsory demat form are transferable through the depository system. The Shares
in physical form are processed by the Registrar and Transfer Agents and approved by the Stakeholder Relationship
Committee.
113
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
(ix) Distribution Schedule
(a) Distribution of Equity Shareholding of the Company as on March 31, 2023
Number of Equity
Shares Held
1-500
501-1000
1001-2000
2001-3000
3001-4000
4001-5000
5001-10000
10001 and above
Shareholders
Equity Shares Held
Numbers
13,333
% to Total
95.84
249
129
44
30
15
49
63
1.79
0.93
0.31
0.22
0.11
0.35
0.45
Numbers
% to Total
8,70,010
1,92,037
1,91,209
1,08,578
1,06,975
73,572
3,67,410
1,97,54,146
21,663,937
4.02
0.89
0.88
0.5
0.49
0.34
1.7
91.18
100.00
(b) Categories of Shareholders as on March 31, 2023
13,912
100.00
PROMOTERS (A)
Indian
NRI
TOTAL (A)
PUBLIC (B)
Foreign Portfolio
Investors (Corporate)
– I
Alternate Investment
Funds – III
Financial Institutions
Key Managerial
Personnel
NRI’s
Bodies Corporate
Clearing Members
Individual
Hindu Undivided Family
Trusts
Unclaimed Shares
IEPF
TOTAL (B)
TOTAL [(A) + (B)]
No. of Folio’s
% to total Folios No. of Shares held
% to total shares
2
6
8
4
1
1
3
154
89
12
13,139
498
1
1
1
13,904
13,912
0.02
0.04
0.06
0.03
0.01
0.01
0.02
1.10
0.63
0.09
94.44
3.58
0.01
0.01
0.01
99.94
100.00
2,01,508
14,223,401
1,44,24,909
11,20,383
96,550
1,71,111
19,836
1,43,823
2,09,232
1,030
52,23,620
1,71,966
100
420
80,957
7,239,028
21,663,937
0.93
65.65
66.58
5.17
0.45
0.80
0.10
0.66
0.97
0.00
24.11
0.80
0.00
0.00
0.37
33.42
100.00
* Equity Share of face value of `10/- each.
(x) Dematerialisation of Shares and liquidity
The shares of the Company are in compulsory demat segment and are available for trading in the depository
systems of both National Securities Depository Limited and Central Depository Services (India) Limited. As on
March 31, 2023, 21,604,896 equity shares of the Company forming 99.73% of the Share Capital of the Company
stand dematerialised.
114
pearl global industries limited
CORPORATE GOvERNANCE (Contd.)
(xi) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on
equity:
During the year under review, the Company has not issued any GDRs/ADRs/Warrants etc.
The Company has issued 413,100 Employee Stock Options to the eligible employees of the Company/Subsidiary
Companies under Pearl Global Employee Stock Option Plan 2022. These options when converted into Equity
shares will result in 413,100 Equity shares of face value of ` 10/- each at an exercise price of ` 300/- per option.
(xii) Commodity price risk or foreign exchange risk and hedging activities
The Company is engaged in the business of manufacturing and exporting of apparels and may face foreign
exchange fluctuation risk.
The Company uses derivative financial instruments, such as forward currency contracts, interest rate swaps,
full currency swaps and forward commodity contracts, to hedge its foreign currency risks and commodity
price risks, respectively. Such derivative financial instruments are initially recognised at fair value on the date
on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are
carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract
is not a financial asset and certain criteria are met. Any gains or losses arising from changes in the fair value of
derivatives are taken directly to statement of profit and loss.
The Company does not have material exposure to any commodity activities. Accordingly, disclosure in terms
of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated November 15, 2018 is not applicable.
(xiii) Plant locations
The Company have following plants at various locations in India, Bangladesh, Indonesia and Vietnam, as follows:
446, Udyog Vihar, Phase-V, Gurgaon - 122 016
Plot No. 73, Udyog Vihar, Phase-I, Gurgaon-122016
Plot No. 274, Udyog Vihar, Phase-II,Gurgaon-122016
16-17, Udyog Vihar, Phase VI, Khandsa, Gurgaon - 122 004
751, Pace City II, Sector 37, Khandsa, Gurgaon - 122 004
Plot at Khasra No 15//19 & 22, Village Begumpur Khatola, Gurgaon - 122001
2/31/,Thirukahukundram Road, Melavalam Village, Madhuranthagam, Taluk, Kancheepuram District-603303
Plot No. 19A, NTTF Road, Peenya Industrial Area, Bengaluru-560058
Plot No: S-18, S-19 & S-20 in Sy. Nos. Part of 38, 40 & 41 at KIADB, Apparel Park, Industrial Area,
Doddaballapura, Bengaluru - 561 203
Norp Knit Industries Limited, North Khailkur, P.O. National University, Gazipur-1704 Bangladesh
Norp Knit Industries Limited- 93, Islampur, Kodda, Nandun, Gazipur-1700, Bangladesh
Alpha Clothing Limited, Tenguri, BKSP, Ashulia, Savar, Dhaka, Bangladesh
Prudent Fashions Limited. Kaichabari Road, Bypail, Ashulia, Savar, Dhaka, Bangladesh
PT Pinnacle Apparels- Kawasan Industri Jatengland Industrial Park Sayung (JIPS) Jalaan Salam Cemara
Blok C-2, Desa Batu, Kecamatan Karangtengah, Kabupaten Demak, Jawa Tengah-59561, Indonesia
PT Pinnacle Apparels, JL.Soekarno-Hatta No.55 Km 30.5, Blok KL Dusan Kutan, Rt04 Rw02 Kel.
Randugunting, Kec. Bergas, Kabupaten Semarang, Jawa Tengah-50552, Indonesia
Pearl Global Vietnam Company Limited, Dinh Tri Commune, Bae Giang City, Bae Giang Province, Vietnam
115
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
(xiv) Registered Office of the Company:
C-17/1, Paschimi Marg, Vasant Vihar,
New Delhi-110057
Corporate
Correspondence:
Office
&
Address
for
Pearl Tower, Plot No.51, Sector-32,
Gurugram - 122 001, Haryana (India)
In case of any Complaint, Investors can
contact Compliance Officer:
The Company Secretary
Pearl Global Industries Limited
Pearl Tower, Plot No.51, Sector-32
Gurugram - 122 001, Haryana (India)
E-mail id: investor.pgil@pearlglobal.com
Tel. No. : 91 - 124 - 4651000
(xv) Credit Ratings
The Company has obtained credit ratings
from ICRA Limited. Details of Credit ratings
of the Company are given below:
Rating Agency Credit Rating
ICRA Limited
Long term rating:
BBB+ (Stable)
[ICRA]
Short term rating: [ICRA] A2
14. OTHER DISCLOSURES
a) There had been no materially significant related
party transaction that might have potential
conflict with the interests of the Company at large.
Transactions with related parties are disclosed
in Note 47 of Notes to Standalone Financial
Statement in the Annual Report.
b) There has been no non-compliance, penalties/
strictures imposed on the Company by Stock
Exchange(s) or SEBI or any other Statutory
Authority, on any matter related to capital markets,
during the last three years.
c) The Company has formulated Whistle Blower
Policy for vigil mechanism of Directors and
employees to report concern about unethical
behavior, actual or suspected fraud or violation
of Company’s code of conduct and ethics. The
mechanism provides for adequate safeguards
against victimisation of employees and Directors
who use such mechanism and makes provision
for direct access to the Chairman of the Audit
Committee in exceptional cases. None of the
personnel of the Company have been denied
access to the Audit Committee.
116
d) The Company has complied with all the mandatory
requirements including Regulations 17 to 27 and
46 (2) (b) to (i) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
As regard the non-mandatory requirements, the
extent of compliance has been stated in this
report against each of them.
e) Policy for determining ‘material’ subsidiaries is
disclosed at Company’s website at https://www.
pearlglobal.com/investor-relations/
f)
Policy on dealing with related party transactions
is disclosed at Company’s website at https://
www.pearlglobal.com/investor-relations/
The Company into the business of exporting
garments and may
foreign exchange
fluctuation risk.
face
uses
derivative
The Company
financial
instruments, such as forward currency contracts,
interest rate swaps, full currency swaps and
forward commodity contracts, to hedge
its
foreign currency risks and commodity price risks,
respectively. Such derivative financial instruments
are initially recognised at fair value on the date
on which a derivative contract is entered into
and are subsequently remeasured at fair value.
Derivatives are carried as financial assets when
the fair value is positive and as financial liabilities
when the fair value
is negative. Embedded
derivatives are separated from the host contract
and accounted for separately if the host contract
is not a financial asset and certain criteria are
met. Any gains or losses arising from changes in
the fair value of derivatives are taken directly to
statement of profit and loss.
g) The Company does not have material exposure
of any commodity and accordingly, no hedging
activities for the same are carried out.
h) During the year under review, the Company has
not raised any funds either through preferential
allotment or qualified institutions placement as
per Regulation 32 (7A), therefore disclosure of this
information is not applicable to the Company.
i)
A Certificate from a Company Secretary
in
practice that none of the Directors on the Board of
the Company have been debarred or disqualified
from being appointed or continuing as Directors of
the Company by the Board/Ministry of Corporate
Affairs or any such statutory authority is annexed
with this report.
pearl global industries limited
CORPORATE GOvERNANCE (Contd.)
j)
The Board had accepted all recommendations of Committees of the Board, which is mandatorily required, in the
financial year 2022-23.
k) The details of total fees for all services paid by the Company and its subsidiaries, on consolidated basis, to the
statutory auditors and all entities in the network firm/network entity of which statutory auditors is a part, are as
follows:
Particulars
Audit Fee
Other Services
Reimbursement of Expenses
Total
For the financial year
ended March 31, 2023
For the financial year
ended March 31, 2022
(` /Lakh)
28.24
7.08
1.99
37.31
20.50
10.00
1.85
32.35
l)
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, during the financial year 2022-23.
m) Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in
which directors are interested by name and amount’. NIL
n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and
date of appointment of the statutory auditors of such subsidiaries.
Name of the Material Subsidiaries
Pearl Global (HK) Limited
Date and place of
Incorporation
Name of the
Statutory Auditors
Date of
appointment
22.12.2009
Ernst & Young
07.07.2022
(Hong Kong)
Norp Knit Industries Limited
05.05.2004
G. Biswas & Co.
29.12.2022
(Bangladesh)
15. The Company is in compliance with all mandatory requirements under the Listing Regulations. There has been no instance
of non-compliance of any requirement of the Corporate Governance Report.
16. DISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II OF THE SEBI LISTING REGULATIONS
Discretionary requirements are as follows:
A. The Board
Maintenance of Non-Executive Chairman’s Office: The Company is maintaining office of the Non-Executive
Chairman.
B. Shareholders Rights
The Company’s Investor Presentation, Analyst meet, Shareholding Pattern and official news releases are displayed on
the Company’s website https://www.pearlglobal.com/investor-relations/
C. Modified opinion(s) in audit report – There is no modified opinion in the audit report.
D. Separate Posts of chairperson and chief executive officer
Presently, the Company has separate post of Non-executive Chairman and Managing Director.
E. Reporting of internal auditor-The internal auditor reports to Audit Committee as and when required.
17. COMPLIANCE WITH THE CODE OF CONDUCT
The Company has adopted a “Code of Conduct for the Directors and Senior Management”. The Code is available on the
official website of the Company https://www.pearlglobal.com/investor-relations/
The declaration from the Managing Director regarding compliance with the code by all the Directors and Senior Management
forms part of the Report.
117
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CORPORATE GOvERNANCE (Contd.)
18. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
A certificate from practicing company secretary regarding compliance of conditions of Corporate Governance is annexed
with this Annual Report.
19. CEO/CFO CERTIFICATION
The Managing Director and Chief financial Officer have certified to the Board, inter alia, the accuracy of financial statements
and adequacy of Internal Controls for the financial reporting purpose as required under Regulation 17(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, for the year ended March 31, 2023. Certificate is annexed
with this Annual Report.
20. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
Shares remains unclaimed and lying in the IPO escrow A/c of the Company for the financial year 2022-23, information is
as follows:
-
-
-
-
-
Total shares outstanding at the beginning of Financial Year are 420 & total number of shareholders is 20.
Number of shareholders approached the Company for transfer of shares: Nil
No. of shareholders to whom shares transferred from escrow a/c: Nil
Aggregate number of shareholders & shares at the close of the year are 20 and 420 respectively.
Voting rights of these shares shall remain frozen till claim made against their shares.
21. ELECTRONIC CLEARING SERVICE (ECS)
SEBI had vide its Circular No. DCC/FITTCIR-3/2001 dated October 15, 2001 advised that all companies should mandatorily
use ECS facility wherever available. In the absence of ECS facility, companies may use warrants for distributing the dividends
and vide its Circular No. D&CC/FITTCIR-04/2001 dated November 13, 2001 had advised companies to mandatorily print
the Bank Account details furnished by the Depositories, on the dividend warrants. This ensures that the dividend warrants,
even if lost or stolen, cannot be used for any purpose other than for depositing the money in the accounts specified on the
dividend warrants and ensures safety for the investors. However, members who wish to receive dividend in an account
other than the one specified while opening the Depository account, may notify their DPs about any change in the Bank
Account details.
22. DEPOSITORY SERVICES
For guidance on depository services, shareholders may write to the Company or to the respective Depositories:
National Securities Depository Limited.
Trade World, A wing, 4th Floor, Kamala Mills Compound,
Lower Parel, Mumbai - 400013
Central Depository Services (India) Limited.
Marathon Futurex, 25th floor, NM Joshi Marg, Lower Parel
(East), Mumbai-400013
Telephone: 022-48867000 / 022-24997000
Telephone : 22-23023333
E-Mail : info@nsdl.co.in
Website : www.nsdl.co.in
E-Mail : investors@cdslindia.com
Website : www.cdslindia.com
118
pearl global industries limited CORPORATE GOvERNANCE CERTIFICATE
To
The Members of Pearl Global Industries Limited
1. We, Jayant Sood and Associates, Company Secretaries have examined the compliance of conditions of Corporate
Governance by the Company PEARL GLOBAL INDUSTRIES LIMITED (“the Company”), for the year ended on March
31,2023, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para’s C and D of Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”).
MANAGEMENT’S RESPONSIBILITY
2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility
includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the
conditions of the Corporate Governance stipulated in the SEBI Listing Regulations.
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
4. We have examined relevant records and documents maintained by the Company for the purposes of providing reasonable
assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried our examination in accordance with the Guidance Note on Certification of Corporate Governance issued
by the Institute of Company Secretaries of India and was limited to procedures and implementation thereof, adopted by the
Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression
of opinion on the financial statements of the Company.
OPINION
6. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para’s C and D of Schedule V
of the SEBI Listing Regulations during the year ended March 31, 2023.
7. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
For Jayant Sood and Associates
Company Secretaries
CS Jayant K Sood
FCS: 4482
COP-22410
UDIN: F004482E000304705
Peer Review Certificate Number: 1061/2021
Unique Identification number: S2019HR699200
Place: Gurugram
Date: May 15, 2023
119
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements DEClARATION OF COMPlIANCE WITH CODE OF
CONDuCT OF BOARD OF DIRECTORS AND SENIOR
MANAGEMENT
This is to certify that as per the provisions of Regulation 26 and Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the Senior Management Personnel have
affirmed compliance with the Code of Conduct for the financial year ended March 31, 2023.
Place: Gurugram
Dated: May 15, 2023
For Pearl Global Industries Limited
Pallab Banerjee
Managing Director
DIN 07193749
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF
FINANCIAl OFFICER OF PEARl GlOBAl INDuSTRIES
lIMITED
We, Pallab Banerjee, Managing Director and Narendra Kumar Somani, Chief Financial Officer of Pearl Global Industries
Limited (the Company), to the best of our knowledge and belief certify that:
A. We have reviewed Financial Statements including the Cash Flow Statement for the year ended March 31, 2023
and to best of our knowledge and belief:
1)
2)
these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading.
these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B. We also certify that to the best of our knowledge and belief, there are no transactions entered into by the
Company during the year, which are fraudulent, illegal or violate the Company’s Code of Conduct.
C. We are responsible for establishing and maintaining internal controls for financial reporting and have evaluated
the effectiveness of internal control systems of the company pertaining to financial reporting and we have
disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal
controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the Auditors and the Audit Committee:
1) Significant changes, if any. in internal control over financial reporting during the year.
2) Significant changes, if any, in accounting policies during the year and that the same have been disclosed in
the notes to the financial statement; and
3)
Instances of significant fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the company’s internal control system over
financial reporting.
Place: Gurugram
Dated: May 15, 2023
120
For and on behalf of the Board
for Pearl Global Industries Limited
(Pallab Banerjee)
Managing Director
(Narendra Kumar Somani)
Chief Financial Officer
pearl global industries limited CERTIFICATE OF NON-DISQuAlIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To,
The Members
Pearl Global Industries Limited
CIN: L74899DL1989PLC036849
Registered Office: C-17/1, Paschimi Marg, Vasant Vihar, New Delhi-110057
We have examined the relevant register, records, forms, returns and disclosures received from the Directors of Pearl Global
Industries Limited, having CIN L74899DL1989PLC036849 and having registered office at C-17/1, Paschimi Marg, Vasant Vihar,
New Delhi-110057, (hereinafter referred to as “the Company”), produced before us by the Company for the purpose of the
issuing this Certificate, in accordance with the Regulation 34(3) read with Schedule V Para-C clause 10(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Director Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and respective
Directors, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of Companies by
the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
LIST OF DIRECTORS AS ON MAY 15, 2023
S.
NO.
NAME OF THE DIRECTORS
DESIGNATION
DIN
Director Since
1 Mr. Deepak Kumar Seth
Chairman
00003021
March 22, 1994
2 Mr. Pulkit Seth
3 Mr. Chittranjan Dua
4 Mr. Rajendra kumar Aneja
5 Mrs. Shifalli Seth
6 Mr. Anil Nayar
7 Mr. Abhishek Goyal
Non-Executive Director
00003044
November 1, 2004
Independent Director
Independent Director
00036080
September 12, 2006
00731956
September 12, 2006
Non-Executive Director
01388430
January 19, 2012
Independent Director
Independent Director
01390190
January 19, 2012
01928855
May 26,2017
8 Mrs. Madhulika Bhupatkar
Independent Director
08712718
March 18, 2020
9 Ms. Neha Khanna
10 Mr. Shailesh Kumar
11 Mr. Pallab Banerjee
12 Mr. Deepak Kumar
Independent Director
03477800
June 21, 2021
Whole-Time Director
Managing Director
Whole-Time Director
08897225
October 7, 2020
07193749
October 01, 2021
09497467
February 14, 2022
121
AnnuAl report 2022-23corporAte overviewstatutory reportsfinAnciAl stAtements CERTIFICATE OF NON-DISQuAlIFICATION OF DIRECTORS (CONTD.)
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
For Jayant Sood and Associates
Company Secretaries
CS Jayant K Sood
FCS: 4482
COP-22410
UDIN: F004482E000294398
Peer Review Certificate Number: 1061/2021
Place: Gurugram
Date: May 15, 2023
122
pearl global industries limited BUSINESS
RESPONSIBILITY
&
SUSTAINABILITY
REPORT
A SECTION GENERAL DISCLOSURES
i.
BASIC DETAILS
1
Corporate Identity Number (CIN) of the Listed Entity
L74899DL1989PLC036849
2 Name of the Listed Entity
Pearl Global Industries Limited
3
4
5
6
7
Year of incorporation
Registered office address
Corporate address
E-mail
Telephone
8 Website
1989
C-17/1, Paschimi Marg, Vasant Vihar, New
Delhi-110057
Pearl Global Industries Limited, Pearl Tower,
Plot no-51, Sector 32, Gurugram, Haryana
122001
investor.pgil@pearlglobal.com
+91-124-4651000
www.pearlglobal.com
9
Financial year for which reporting is being done
April 1, 2022 to March 31, 2023
10 Name of the Stock Exchange(s) where shares are listed
BSE Limited and National Stock Exchange of
India Limited (NSE)
11 Paid-up Capital (In `)
21,66,39,370
12
13
Name and contact details (telephone, email address) of the
person who may be contacted in case of any queries on the
BRSR report
Reporting boundary - Are the disclosures under this report made
on a standalone basis (i.e. only for the entity) or on a consolidated
basis (i.e. for the entity and all the entities which form a part of its
consolidated financial statements, taken together).
Ms. Shilpa Budhia
Company Secretary
Tel: No. 124-4651000
Email id: company.secretary@pearlglobal.com
On a standalone basis
123
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS23 ii.
Products | Services
14. DETAILS OF BUSINESS ACTIVITIES (ACCOUNTING FOR 90% OF THE TURNOVER):
Description of Main Activity
Description of Business Activity
% of Turnover of the entity
1.
Manufacturing and export
of Apparels
Manufacturing and export of Apparels
100
15. PRODUCTS/SERVICES SOLD BY THE ENTITY (ACCOUNTING FOR 90% OF THE ENTITY’S TURNOVER):
Products | Services
NIC Code
% of total Turnover contributed
1.
Manufacturing and export of Apparels
441
100
iii.
Operations
16. NUMBER OF LOCATIONS WHERE PLANTS AND/OR OPERATIONS/OFFICES OF THE ENTITY ARE SITUATED:
Location
National
International
Number of plants
Number of offices
Total
7
7
3
7
10
14
17. MARKET SERVED BY THE ENTITY:
a.
b.
Number of locations:
National (No. of States)
International (No. of Countries)
2
7
What is the contribution of
exports as a percentage
of the total turnover of the
entity?
99.06
c.
A brief on type of customers
Pearl Global provides apparel solutions to leading fashion brands and
corporate customers across categories. The Company’s business
is primarily focused on export of apparels, with USA contributing the
highest amongst all countries.
124
PEARL GLOBAL INDUSTRIES LIMITED iv.
Employees
18. DETAILS AS AT THE END OF FINANCIAL YEAR:
No. Particulars
Total (A)
a
Employees and workers (including differently abled):
Male
Female
No. (B)
% (B/A)
No. (C)
% (C/A)
1
2
3
4
5
6
Permanent (D)
Other than Permanent (E)
Total employees (D+E)
Permanent (F)
Other than Permanent (G)
Total workers (F+G)
Employees
1654
0
1654
Workers
6798
2292
9090
1436
0
1436
2086
1812
3898
b. Differently abled Employees and workers:
Differently Abled Employees
1
2
3
4
5
6
Permanent (D)
Other than Permanent (E)
Total differently abled employees (D+E)
0
0
0
0
0
0
Differently Abled Workers
Permanent (F)
Other than Permanent (G)
Total differently abled workers (F+G)
0
0
0
0
0
0
86.82%
0.00%
86.82%
30.69%
79.06%
42.88%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
218
0
218
4712
480
5192
0
0
0
0
0
0
13.18%
0.00%
13.18%
69.31%
20.94%
57.12%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
19.
PARTICIPATION/INCLUSION/REPRESENTATION OF WOMEN:
No. and percentage of Females
Total (A)
No. (B)
% (B/A)
Board of
Directors
Key Management
Personnel (not part of
the Board)
12
3
3
1
25%
33%
125
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 20. TURNOVER RATE FOR PERMANENT EMPLOYEES:
(Turnover rate in current FY)
(Turnover rate in previous FY)
(Turnover rate in the year prior to
the previous FY)
FY 2022-23
FY 2021-22
FY 2020-21
Male
Female
Total
Male
Female
Total
Male
Female
Total
69.39%
58.93%
68.08%
53.54%
45.02%
52.53%
50.39%
52.90%
50.70%
163.81%
108.90%
125.12%
76.57%
72.61%
73.70%
56.86%
74.28%
69.91%
Permanent
Employees
Permanent
Workers
v.
Holding, Subsidiary and Associate Companies (including joint ventures)
21
(a) Name of holding / subsidiary / associate companies / joint ventures
Sl.
No
Name of the holding / subsidiary /
associate companies / joint ventures
(A)
Indicate whether
holding/ Subsidiary/
Associate/ Joint Venture
% of shares
held by listed
entity
Does the entity indicated at
column A, participate in the
Business Responsibility initiatives
of the listed entity? (Yes/No)
1
2
3
4
5
6
7
8
9
Pearl Global Kaushal Vikas Limited
Subsidiary
SBUYS E-Commerce Limited
Sead Apparels Private Limited
Subsidiary
Subsidiary
100
100
100
Norp Knit Industries Limited
Subsidiary
99.99
Pearl Global Fareast Limited
Pearl Global USA, INC
Pearl Global (HK) Limited
Vin Pearl Global Vietnam Limited
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Pearl Global Vietnam Company Limited
Subsidiary
10 Pearl Grass Creations Limited
11 A&B Investment Limited
12 Prudent Fashions Limited
13 DSSP Global Limited
14 PT Pinnacle Apparels
15 PGIC Investment Limited
16 Pearl Unlimited Inc
17 Pearl Global Industries FZCO
18 Alpha Clothing Limited
19 Pearl Global F.Z.E
126
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
100
100
100
100
100
80
100
99.95
100
69.92
100
100
100
52.11
100
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
PEARL GLOBAL INDUSTRIES LIMITED Holding, Subsidiary and Associate Companies (including joint ventures)
vi
CSR Details
22.
(i)
Whether CSR is applicable as per section
135 of Companies Act, 2013: (Yes/No)
(ii) Turnover (in ` Lakhs)
(iii) Net worth (in ` Lakhs)
Yes
1,10,377.07
36,675.36
vii.
Transparency and Disclosure Compliances
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on
Responsible Business Conduct:
Stakeholder
group from
whom
complaint is
received
Grievance
Redressal
Mechanism in Place
(Yes/No) (If Yes,
then provide web-
link for grievance
redress policy)*
Number of
complaints
filed during
the year
FY 2022 - 23
Number of
complaints
pending
resolution at
close of the year
Remarks Number of
complaints
filed during
the year
FY 2021 - 22
Number of
complaints
pending
resolution at
close of the year
Remarks
Communities
Investors
(other than
shareholders)
Shareholders
Employees and
workers
Customers
Value Chain
Partners
Other (please
specify)
Yes
Yes
Yes
Yes
Yes
Yes
Yes
0
0
0
0
0
0
0
0
0
0
0
0
0
0
NIL
NIL
NIL
NIL
NIL
NIL
NIL
0
0
0
0
0
0
0
0
0
0
0
0
0
0
NIL
NIL
NIL
NIL
NIL
NIL
NIL
*Web Link: https://www.pearlglobal.com/investor-relations/
127
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 24. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters
that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk
along-with its financial implications, as per the following format:
Sl.
No
Material issue
identified
1
Energy
Efficiency
& Water
Management
Indicate
whether
risk or
opportunity
(R/O)
Risk and
Opportunity
Financial implications of
the risk or opportunity
(Indicate positive or negative
implications)
Positive- The Company’s
emphasis on reducing the
environmental impact not
only glides through the
decarbonisation journey
but also gains credibility
amongst stakeholders and
lowers the cost borne by
the Company in the longer-
term. The Company’s focus
on strengthening climate
and ESG-specific initiatives
bolsters long-term value-
creation and enables the
Company to effectively
respond to rising stakeholder
demands.
Negative: Lack of robust
initiatives and action plans to
contribute to ESG awareness
and climate change could
adversely impact ESG profile
of the Company. It could also
adversely impact company’s
sustainable growth and
expansion into new markets,
eventually leading to loss of
market share to better aligned
ESG companies
Rationale for identifying the
risk / opportunity
In case of risk, approach
to adapt or mitigate
Risk- Proactively identifying
the risks associated
with energy and water
management, paired with
policies to reduce their
consumption is a critical part
of the Company’s pathway
towards sustainability. Lack
of energy conservation
and waste management
measures will lead to
increased cost, reduced
resource efficiencies and
potentially regulatory/
compliance related costs.
Opportunity- Explicit plans
to combat the risks can
improve the Company’s
resource productivity, reduce
the costs and can foster
competitiveness
At Pearl Global,
we believe in long-
term preservation
of resources. The
Company’s commitment
towards environment
management is reflected
through its various
sustainability initiatives
and certifications. The
Company complies
with Global Recycled
Standard (GRS).
The Company has
a framework that
helps anticipate and
meet environment
performance
expectations, ensure
regulatory compliance,
minimise environmental
risks and establish
long-term environmental
strategies. The Company
has ETP/WTP/STP
systems for water
treatment solutions
and a Central Water
Monitoring unit. It has
also incorporated an
environmental impact
measurement software
to measure ways to
reduce and adopt
innovative eco-friendly
ways to save water and
energy.
128
PEARL GLOBAL INDUSTRIES LIMITED Sl.
No
Material issue
identified
Indicate
whether
risk or
opportunity
(R/O)
2
Supply Chain
Management
Risk and
Opportunity
3
Health &
Safety
Risk
Financial implications of
the risk or opportunity
(Indicate positive or negative
implications)
Positive- Efficient supply
chain management ensures
that the Company delivers
maximum business value
with the least possible cost.
This in turn results from
reduced environmental impact
and long-term value to the
Company’s sustainability-led
endeavours.
Negative- A mismanaged
supply chain leads to
ineffective utilisation of
resources, hampers natural
procurement of materials
and elimination of waste
throughout the product
lifecycle.
Negative- Weak mechanisms
to promote health and safety
in the workplace lead to
higher absenteeism, employee
turnover rates impacting
the overall productivity. The
reputation of the Company
is hampered and leads to
loss of confidence amongst
stakeholders. It could also lead
to losses due to legal actions
and claims affecting the top-
line of the organisation.
Rationale for identifying the
risk / opportunity
In case of risk, approach
to adapt or mitigate
Risk- Well-structured
and efficient supply chain
management mitigates
the risks associated with
procurement, production,
strikes and labour disputes
as well as costs which could
have a negative impact on
the business activities.
Opportunities- With
a transparent and
unambiguous value chain
engagement, the Company
can optimise efforts, create
a circular economy and
enhance profitability. This
results in the Company
delivering products at a
faster-turnaround time
leading to an increased
wallet share of customers.
Efficacious supply chain
management leads to better
collaboration, improved
quality control, improved
risk mitigation, eco-friendly
initiatives and a transparent
product procurement
Risk- The risks involves
hazards caused in the
working environment in the
form of non-compliance
with safety measures by
employees, non-awareness
of a safe and secure
environment and non-
compliance of COVID-19
safety measures leading to
injuries, accidents, illness
and fatalities. These risks
lead to interruptions in
workplace operations and
higher attrition rate.
Pearl Global’s focus
is always on offering
end-to-end supply
chain solutions to
their partners while
maintaining design,
technology, innovation,
sustainability, and
quality at the forefront.
The Company complies
with Organic Content
Standards (OCS) which
verifies the organic
content of products in
every step of the value
chain and ensures that
the organic content in the
product can be traced
back to the source.
The Company is also
certified under Global
Organic Textile Standards
(GOTS) & OekoTex which
is recognised as the
world’s leading standard
of textile production in
organic fibers. These
certifications set out
high-level environmental
criteria and ensures that
the product is processed
sustainability.
Pearl Global values
each individual as an
important part of the
organisation and is
committed to high
standards of safety
and protection. Each
employee is responsible
to follow the respective
Company’s safety and
security procedures, as
well as applicable local
laws and regulations
at all times. The
Company owns and
operates facilities with
the necessary permits,
approvals, and controls
that are designed to
protect health, safety,
and the environment.
All other Ecosystem
Participants are expected
to commit to at least,
similar levels of health
and safety protection.
129
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS Sl.
No
Material issue
identified
4
Product
Quality &
Safety
Indicate
whether
risk or
opportunity
(R/O)
Risk and
Opportunity
5
Employee
Engagement &
Development
Risk and
Opportunity
Financial implications of
the risk or opportunity
(Indicate positive or negative
implications)
Positive- Higher product
quality ensures higher
customer satisfaction
and stronger customer
relationship. The Company
should maintain direct
relationships with all the
customers and continuous
monitoring of the
developments in customer’s
market
Negative- Poor product quality
and safety can have several
consequences such as losing
customers, lower productivity
and increased costs. Increased
product recalls leads to
liable legal actions and
affects the goodwill of the
Company thereby impacting
the organisation’s revenue
generation.
Positive- A strong workforce
with higher engagement,
retention rate and diversity
in the workforce brings new
perspectives, experiences, and
ideas which enable innovation,
enhances the performance
and enables a positive culture
in the organisation, and
highlights the Company’s
efforts toward creating a
conducive work environment.
Negative- The inability to meet
workforce expectations may
result in adverse impacts on
workforce productivity, morale
and the Company’s growth
plan in a long run.
Rationale for identifying the
risk / opportunity
In case of risk, approach
to adapt or mitigate
Risk- The Company can
be exposed to product
risk losses associated
with non-compliance of
product quality with the
requirements or standards.
It directly impacts customer
satisfaction and the risk
of continued partnership
thereby affecting the top-line
growth of the Company.
Opportunities- Product
quality and safety
determines the success
of the Company and its
reputation in the customer
markets. It earns customer
loyalty, helps establish brand
recognition and manages
the costs. High product
quality produces higher
return on investments,
higher productivity directly
proportional to higher
consumer demand.
Risk- Employee development
programs and provision for
employee benefits could
be considered as incurred
expenses to the Company.
Opportunities- Structured
employee development
and engagement programs
accelerate the work
satisfaction of the Company
thereby enhancing the
performance and company’s
topline. An enhanced
collaboration amongst
the team members lead
to better communication,
trust, talent pipeline, share
understanding of company’s
goals and priorities and
improved employee
retention. An empowered
and organised workforce is
more stable, predictable and
productive which reduces
resource shocks and
generates productivity gains.
The Company’s
commitment towards
providing high-
quality products is
reflected through
their internationally
recognised certifications-
Standard 100 by OEKA-
TEX, Organic Content
Standard (OCS) and
Global Organic Textile
Standards (GOTS). They
have quality systems
and practices aligned
closely with customer’s
expectations and are
in constant touch with
customer representatives
to facilitate process
improvements. The
Company has dedicated
customer-certified pearl
associates to certify the
products on their behalf.
The Company’s forward-
thinking and employee-
centric human resource
department is devoted to
provide effective policies,
procedures, people-
friendly guidelines and
support governance
within the organisation.
They ensure capability
building at all levels
with programmes, such
as iLEAD [Leadership
Development
Programme],
SEED [Operational
Development
Programme], innovate
with technology
with our Human
Resource Management
System, Pay for
Performance [Achieve:
Pearl’s Performance
Management System].
Thereby, building a
PearlONE culture, with
employee engagement
being centric of all our
HR initiatives.
130
PEARL GLOBAL INDUSTRIES LIMITED Sl.
No
Material issue
identified
6
Business
Ethics
Indicate
whether
risk or
opportunity
(R/O)
Risk
7
Regulatory
& Legal
Compliances
Risk
Financial implications of
the risk or opportunity
(Indicate positive or negative
implications)
Negative- Unethical behaviour
could directly impact the
reputation of the Company.
It could also lead to loss
of morale and employee
productivity thereby affecting
the top-line growth of the
organisation.
Negative- Non-compliance
would lead to loss of
reputation and consequently
affect the business activities.
Rationale for identifying the
risk / opportunity
In case of risk, approach
to adapt or mitigate
Risk- Compromising ethical
standards would highly
impact the reputation and
integrity of the organisation.
There is an increased risk of
decreased productivity and
business revenue growth
due to the tarnished image
of the organisation. The
investors could negatively
respond to the firm’s
unethical behaviour and
could thereby influence their
willingness to invest further.
This could indirectly lead to
lower performance levels of
the employees, increased
turnover and a challenging
employee recruitment.
Risk- Risk of non-
compliance exposes
the organisation to legal
penalties and financial
losses resulting from failure
to comply with the industry
laws and regulations.
Failure to adhere to the
laws would directly affect
the Company’s revenue,
valuations and could lead
to loss of reputation and
business opportunities.
More compliant companies
tend to have improved
performances and better
process efficiency.
Compliance gives assurance
and provides a broader
insight to the investors.
Effective policies and
mechanisms needs to
be in place to promote
a culture of integrity
and conduct as well as
address the evolving
risks and challenges.
Company has adopted
a conflict of interest
policy, a code of business
conduct setting out the
Company’s requirements
and process to report
and deal with non-
compliance. The policy is
expected to be adhered
by all the stakeholders.
The Company appoints
an industrial engineer,
whose role is to ensure
compliance with industry
norms and monitor
production processes
in line with the set
guidelines. The Company
has a robust internal
control and compliance
system with onboarding
of customers only after
ensuring complete
compliance standard.
The Company has an
internal control system
that has accurate
recording of transactions
with internal checks
and prompt reporting
through SAP. The
Company has adequate
systems of internal
controls to
ensure that transactions
are properly recorded,
authorised and reported
apart from safeguarding
Pearl Global’s assets.
131
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS B SECTION MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting
the NGRBC Principles and Core Elements.
The National Guidelines for Responsible Business Conduct (NGRBCs) as prescribed by the Ministry of Corporate Affairs
advocates nine principles referred as P1-P9 as given below:
P1
Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical,
Transparent and Accountable.
Businesses should provide goods and services in a manner that is sustainable and safe.
P2
P3
Businesses should respect and promote the well-being of all employees, including those in their value chains.
Businesses should respect the interests of and be responsive to all its stakeholders.
P4
P5
Businesses should respect and promote human rights.
Businesses should respect and make efforts to protect and restore the environment.
P6
P7
Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent.
Businesses should promote inclusive growth and equitable development.
P8
P9
Businesses should engage with and provide value to their consumers in a responsible manner.
Disclosure Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
Policy and management processes
1
a. Whether your entity’s policy/
Y
policies cover each principle and
its core elements of the NGRBCs.
(Y/N)
b. Has the policy been approved by
Y
the Board? (Y/N)
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
c. Web Link of the Policies, if
https://www.pearlglobal.com/investor-relations/corporate-governance
available
2 Whether the entity has translated the
policy into procedures.
(Y/N)
3
4
Do the enlisted policies extend to your
value chain partners? (Y/N)
Name of the national and international
codes/certifications/labels/ standards
(e.g. Forest Stewardship Council,
Fairtrade, Rainforest Alliance, Trustee)
standards (e.g. SA 8000, OHSAS,
ISO, BIS) adopted by your entity and
mapped to each principle.
132
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
All policies conform to the applicable laws of the country, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and National
Guidance on Responsible Business Conduct. In addition, the policies have been
formulated in accordance with the following standards wherever applicable:
ISO 14001:2015, ISO 45001:2018, OHSAS, UNGC guidelines and ILO guidance
The Company has the following internationally recognised certifications:
•
•
•
•
Global Organic Textile Standards
Organic Content Standard
Global Recycled Standard
Standard 100 by OEKO-TEX
PEARL GLOBAL INDUSTRIES LIMITED Disclosure Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
5
Specific commitments, goals and
targets set by the entity with defined
timelines, if any.
6
Performance of the entity against
the specific commitments, goals and
targets along-with reasons in case the
same are not met.
Governance, leadership and oversight
At Pearl Global, we firmly believe that the Company’s financial performance
is inextricably tied to social and environmental performance. We invest in
our social and environmental commitments, reflecting our goal of achieving
responsible growth and sharing value with all stakeholders. We are dedicated
to finding new and inventive methods to minimise our carbon footprints. One
such endeavour is using renewable energy in our operations. We have taken
some ongoing sustainable initiatives like using eco-friendly fabrics with longer
life span, environmental impact measurements, and solar power generation.
The Company is committed to reduction of waste, conservation of raw
material and pursuing zero pollution through various initiatives, technological
upgradation and improvement projects. We are dedicated to utilising our CSR
funds to empower and uplift vulnerable and marginalised communities. We
are committed to engaging with stakeholders responsibly and conducting all
interactions in accordance with Pearl Global’s Code of Conduct.
The Company has adopted the world’s leading processing standard for textiles
made from organic fabric to provide sustainable solutions. The Company has
a sustainability policy in place for effective oversight and integration of ESG
facets in its business operations. The Company is continuously implementing
process improvements to reduce their energy consumption, emissions and
wastages through innovative measures.
•
•
The Company has improved its diversity by 13.5% over previous year
Their energy consumption through renewable sources has increased by
3.3% over FY22
•
100% of the suppliers have been assessed by the audit for health & safety
conditions
The Company has also been recognised with the following accolades for its
achievements:
•
•
Recognised as the ‘Most Preferred Workplace 2022-23’ by Marskmen
Daily in association with India Today
Recognised as one of the best organisations for Women 2022 powered by
Femina
The Company has a dedicated ESG team in place. Pearl Global is recognised
worldwide for its achievements and milestones. They have been constantly
recognised for their efforts in operations, merchandising, sales, exports and
planning.
07.
Statement by Director responsible for the
business responsibility report, highlighting ESG
related challenges, targets and achievements
(listed entity has flexibility regarding the
placement of this disclosure)
Kindly refer management’s Comments of
initial pages of Annual report
08.
Details of the highest authority responsible
for implementation and oversight of the
Business Responsibility policy (ies).
Board of Directors, Corporate Social Responsibility
Committee and Core Management team are
responsible for the oversight and implementation
of sustainability into the business operations.
09.
Does the entity have a specified Committee
of the Board/ Director responsible for
decision making on sustainability related
issues? (Yes / No). If yes, provide details.
The Company is in the process of forming an
ESG Committee. Currently the Corporate Social
Responsibility Committee and ESG team is
responsible for decision-making on sustainability
related issues under the guidance of Board of
Directors and Core Management team.
133
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 10. Details of Review of NGRBCs by the Company
Subject of Review
Indicate whether review was undertaken
by Director / Committee of the Board/
Any other Committee
Frequency (Annually/ Half yearly/
Quarterly/ Any other – please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above
policies and follow up action
Corporate Social Responsibility
Committee and Board of Directors
Compliance with statutory
requirements of relevance to the
principles, and, rectification of any
non-compliances
Corporate Social Responsibility
Committee and Board of Directors
Quarterly
Quarterly
11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/
No). If yes, provide name of the agency
P1
P2
P3
P4
P5
P6
P7
P8
P9
Yes. CareEdge Advisory, Research and Training Limited has mapped the existing policies and procedures against the
requirements of BRSR and accordingly suggested the improvements to bridge it with the BRSR requirements.
Disclosure Questions
P1
P2
P3
P4
P5
P6
P7
P8
P9
1 2 If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
a. The entity does not consider the Principles material
to its business (Yes/No)
b.
c.
d.
The entity is not at a stage where it is in a position
to formulate and implement the policies on
specified principles (Yes/No)
The entity does not have the financial or/human
and technical resources available for the task (Yes/
No)
It is planned to be done in the next financial year
(Yes/No)
e.
Any other reason (please specify)
-
-
-
-
-
134
PEARL GLOBAL INDUSTRIES LIMITED C SECTION PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with
key processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While
the essential indicators are expected to be disclosed by every entity that is mandated to file this report,
the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be
socially, environmentally and ethically responsible.
PRINCIPLE
1
Businesses should conduct and govern themselves with integrity, and in a manner
that is Ethical, Transparent and Accountable.
ESSENTIAL INDICATORS
1
Percentage coverage by training and awareness programmes on any of the Principles during the financial
year:
Number of
programs
Topics | Principles
% of persons
Segment
Board of
Directors
Key
Managerial
Personnel
Employees
2
6
8
Workers
22
Environmental sustainability, social sustainability,
Code of Conduct and Ethics, data privacy,
cybersecurity, dealing with internal and external
stakeholders, Human Rights Policy, regulated
trade restrictions.
Climate change, environmental sustainability,
social sustainability, Code of Conduct and
Ethics, data privacy, cybersecurity, dealing with
internal and external stakeholders, Human
Rights Policy, regulated trade restrictions.
Climate change, environmental sustainability,
social sustainability, Code of Conduct and
Ethics, data privacy, cybersecurity, dealing with
internal and external stakeholders, Human
Rights Policy, regulated trade restrictions.
Health and safety, behaviour and capability
building and impact is to ensure overall growth
and maintain best work place, Human Rights
Policy
100%
100%
75%
90%
8
135
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 2
Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings
(by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the
financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as
specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and
as disclosed on the entity’s website):
Monetary
NGRBC
Principle
Name of the regulatory/ enforcement
agencies/ judicial institutions
Penalty/ Fine
Settlement
Compounding fee
-
-
-
Non- Monetary
-
-
-
Amount (In `) Brief of the
0
0
0
Case
-
-
-
Has an appeal been
preferred? (Yes/No)
-
-
-
NGRBC
Principle
Name of the regulatory/ enforcement
agencies/ judicial institutions
Brief of the
Case
Has an appeal been
preferred? (Yes/No)
Imprisonment
Punishment
-
-
-
-
-
-
-
-
3
Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed.
Case Details
Name of the regulatory/ enforcement agencies/ judicial institutions
Not Applicable
4
Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web-link to the policy.
Yes
https://www.pearlglobal.com/investor-relations/corporate-governance/
5
Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
FY 2022-23
(Current Financial Year)
FY 2021-22
(Previous Financial Year)
0
0
0
0
Directors
KMP
EMPLOYEES
Workers
0
0
0
0
136
PEARL GLOBAL INDUSTRIES LIMITED
6 Details of complaints with regard to conflict of interest:
FY 2022-23
(Current Financial Year)
FY 2021-22
(Previous Financial Year)
Number
Remarks
Number
Remarks
Number of complaints received in relation to issues of Conflict
of Interest of the Directors
Number of complaints received in relation to issues of Conflict
of Interest of the KMPs
0
0
-
-
0
0
-
-
7
Provide details of any corrective action taken or underway on issues related to fines / penalties / action
taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of
interest.
Not Applicable
LEADERSHIP INDICATORS
1
Awareness programmes conducted for value chain partners on any of the Principles during the financial
year:
Total number of awareness
programmes held
Topics / principles covered
under the training
% age of value chain partners
covered (by value of business
done with such partners) under
the awareness programmes
We do not conduct such Awareness programmes for
value chain partners.
2
Does the entity have processes in place to avoid/ manage conflict of interests involving members of the
Board? (Yes/No) If Yes, provide details of the same
Yes
https://www.pearlglobal.com/investor-relations/corporate-governance/
137
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS
PRINCIPLE
2
Businesses should provide goods and services in a manner that is sustainable
and safe
ESSENTIAL INDICATORS
1
Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by
the entity, respectively
Current Financial Year
Previous Financial Year
Details of improvements in
environmental and social impacts
To fulfil and meet both local and global fashion trends, the Company’s robust design team emphasizes
on a comprehensive market intelligence analysis conducted by our talented design personnel. The
Company integrates technology like 3D CAD rendering, 3D optitex, CLO, and Browzwear with raw talent
and insights to create final product. A robust design team, therefore allows the business to achieve
success by delivering a worthy performance and acquiring more customer for a broadened industry
presence. Installed state-of-the-art renewables technology in all factories for faster operations. We
ensure capability building at all levels with programmes with technology within the Human Resource
Management System, Pay for Performance [Achieve: Pearl’s Performance Management System].
R & D
Capex
2
a.
b.
Does the entity have procedures in place for sustainable sourcing? (Yes/No)
If yes, what percentage of inputs were sourced sustainably?
Yes
13-15%
3
Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end
of life, for
Plastics (including packaging)
We segregate all wastage into related categories and then store them in their
designated areas. Also, we dispose off such wastage through authorised vendors.
E-waste
We have an agreement with Authorised vendors to dispose off e-waste.
Hazardous waste
We have an agreement with Authorised vendors (GEPIL, Haryana Petro Oils) to
dispose off hazardous waste (Sludge and Used Oil).
Other Waste
All other waste is disposed off as per Waste Handling Policy.
4
Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes,
whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted
to Pollution Control Boards? If not, provide steps taken to address the same.
No, at Pearl Global, we are committed towards integrating sustainability in every business decision across our value chain.
Waste collection plan is in line with govt. regulatory body (Haryana State Pollution Control Board).
138
PEARL GLOBAL INDUSTRIES LIMITED
LEADERSHIP INDICATORS
1
Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products
(for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following
format?
NIC Code
Name of
Product /
Service
% of total
Turnover
contributed
Boundary for
which the
Life Cycle
Perspective /
Assessment
was conducted
Whether
conducted by
independent
external agency
(Yes/No)
Results
communicated
in public
domain (Yes/
No) If yes,
provide the
web-link.
No assessments have been undertaken during this financial year
2
If there are any significant social or environmental concerns and/or risks arising from production or disposal
of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any
other means, briefly describe the same along-with action taken to mitigate the same.
Name of Product / Service
Description of the risk / concern
Action Taken
Not applicable
3
Percentage of recycled or reused input material to total material (by value) used in production (for
manufacturing industry) or providing services (for service industry).
Indicate input material
Recycled or re-used input material to total material
FY 2022-23 Current Financial Year
FY 2021-22 Previous Financial Year
0.68%
Not tracked
4
Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused,
recycled, and safely disposed, as per the following format:
FY 2022-23 Current Financial Year
FY 2021-22 Previous Financial Year
Re-Used
Recycled
Plastics (including packaging)
E-waste
Hazardous waste
Other waste
0
0
0
0.5
0
0
0
3.01
Safely
Disposed
87.27
0.17
0.718
0
Re-Used
Recycled
0
0
0
0
0
0
0
0
Safely
Disposed
0
0
0.3
0
5
Reclaimed products and their packaging materials (as percentage of products sold) for each product
category
Indicate product category
Reclaimed products and their packaging materials
products sold in respective category
Not applicable
139
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS PRINCIPLE
3
Businesses should respect and promote the well-being of all employees, including
those in their value chains
ESSENTIAL INDICATORS
1
a
Details of measures for the well-being of employees:
Category
% of employees covered by
Total
(A)
Health
Insurance
Accident
insurance
Maternity
benefits
Paternity
Benefits
Day Care
facilities
Number
(B)
%
(B/A)
Number
(C)
%
(C/A)
Number
(D)
%
(D/A)
Number
(E)
%
(E/A)
Number
(F)
%
(F/A)
Permanent employees
Male
Female
Total
1436
1436
218
218
1654
1654
100%
100%
100%
1436
218
1654
100%
100%
100%
Not Applicable
218
218
100%
100%
Other than Permanent employees
Male
Female
Total
0
0
0
0
0
0
0%
0%
0%
0
0
0
0%
0%
0%
b
Details of measures for the well-being of workers:
0
0
0
0
0%
0%
0%
0%
0
0
0
0
0
0
0%
0%
0%
0%
0%
0%
Not Applicable
0
0
0%
0%
Not Applicable
0
0%
Category
% of workers covered by
Total
(A)
Health
Insurance
Accident
insurance
Maternity
benefits
Paternity
Benefits
Day Care
facilities
Number
(B)
%
(B/A)
Number
(C)
%
(C/A)
Number
(D)
%
(D/A)
Number
(E)
%
(E/A)
Number
(F)
%
(F/A)
Permanent workers
Male
Female
Total
2086
4712
6798
2086
4712
6798
Other than Permanent workers
Male
Female
Total
1812
1812
480
480
2292
2292
100%
100%
100%
100%
100%
100%
2086
4712
6798
1812
480
2292
100%
100%
100%
100%
100%
100%
Not Applicable
0
0%
4712
4712
100%
100%
Not Applicable
Not Applicable
0
0
0%
0%
480
480
100%
100%
Not Applicable
0
0%
0
0
0
0
0
0
0%
0%
0%
0%
0%
0%
140
PEARL GLOBAL INDUSTRIES LIMITED 2 Details of retirement benefits, for Current FY and Previous FY
Benefits
FY 2022-23
FY 2021-22
No. of employees
covered as a % of
total employees
No. of workers
covered as
a % of total
workers
Deducted and
deposited with
the authority
(Y/N/N.A.)
No. of employees
covered as a % of
total employees
No. of workers
covered as
a % of total
workers
Deducted and
deposited with
the authority
(Y/N/N.A.)
PF
Gratuity
ESI
Others - Please
specify
29%
100%
23%
-
3 Accessibility of workplaces
100%
100%
100%
-
Yes
Yes
Yes
-
28%
100%
23%
-
100%
100%
100%
-
Are the premises / offices of the entity accessible to differently abled employees and workers, as
per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps
are being taken by the entity in this regard
Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act,
2016? If so, provide a web-link to the policy.
Yes
Yes
Yes
-
Yes
Yes
5 Return to work and Retention rates of permanent employees and workers that took parental leave.
Gender
Male
Female
Total
Permanent employees
Permanent workers
Return to work rate
Retention rate
Return to work rate
Retention rate
None of the employees and workers have availed these benefits
6
Is there a mechanism available to receive and redress grievances for the following categories of employees
and worker? If yes, give details of the mechanism in brief.
Permanent
workers
Other than
permanent workers
Yes/No (If Yes, then give details of the mechanism in brief)
Yes,the Company has dedicated ethics line portal (https://
secure.integritymatters.in/signin) for all the employees/
workers across the globe to raise any grievances in each
locations/factories to resolve the issues. A nominated Global
Ethics Committee is responsible to redress all grievances.
Further, there are anonymous helpline toll free numbers also
given to the employees to report any issue any time.
Permanent
employees
Other than
permanent employees
7 Membership of employees and worker in association(s) or Unions recognised by the listed entity:
Category
FY 2022-23
FY 2021-22
Total
employees
/ workers in
respective
category (A)
No. of employees /
workers in respective
category, who are
part of association(s)
or Union (B)
%
(B / A
Total
employees
/ workers in
respective
category (C)
No. of employees /
workers in respective
category, who are part
of association(s) or
Union (D)
%
(D / C)
Total Permanent Employees
Male
Female
Total Permanent Workers
Male
Female
NIL
NIL
141
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 8 Details of training given to employees and workers:
Category
FY 2022-23
FY 2021-22
Total
(A)
On Health
and safety
measures
On Skill
upgradation
Total
(D)
On Health
and safety
measures
On Skill
upgradation
No. (B)
% (B/A)
No. (C)
% (C/A)
No. (E)
% (E/D)
No. F
% (F/D)
Employees
Male
Female
Total
Workers
Male
Female
Total
1436
218
1654
3898
5192
9090
1436
218
1654
3898
5192
9090
100%
100%
100%
100%
100%
100%
1436
218
1654
3898
5192
9090
100%
1134
100%
149
100%
1283
100%
100%
100%
3484
3995
7479
1134
149
1283
3484
3995
7479
100%
100%
100%
100%
100%
100%
1134
149
1283
3484
3995
7479
100%
100%
100%
100%
100%
100%
9 Details of performance and career development reviews of employees and worker:
Category
Employees
Male
Female
Total
Workers
Male
Female
Total
FY 2022-23
FY 2021-22
Total (A)
No.(B)
% (B/A)
Total (C)
No.(D)
% (D/C)
1436
218
1654
3898
5192
9090
1436
218
1654
3898
5192
9090
100%
100%
100%
100%
100%
100%
1134
149
1283
3484
3995
7479
1134
149
1283
3484
3995
7479
100%
100%
100%
100%
100%
100%
10 Health and safety management system:
a
Whether an occupational health and safety management
system has been implemented by the entity? (Yes/ No). If
yes, the coverage such system?
Yes. As per factory Act.
b
What are the processes used to identify work-related hazards
and assess risks on a routine and non-routine basis by the
entity?
We conduct risk assessments every 6 months.
We ensure periodic risk assessment on all critical
areas to ensure safety measures. We have now
implemented Safety patrolling from this year to
ensure all hazardous area patrolling on daily basis
142
PEARL GLOBAL INDUSTRIES LIMITED c
Whether you have processes for workers to report the work
related hazards and to remove themselves from such risks.
(Y/N)
Health & Safety Committee meetings are held on
quarterly basis, there are suggestion box installed
inside the factory to report any safety/other
issues. There are anonymous helpline toll free
numbers also given to the employees to report
any issue any time.
d
Do the employees/ worker of the entity have access to non-
occupational medical and healthcare services? (Yes/ No)
Yes.
11 Details of safety related incidents, in the following format:
Safety Incident/Number
Category
FY 2022-23
FY 2021-22
Lost Time Injury Frequency Rate (LTIFR) (per one million-
person hours worked)
Total recordable work-related injuries
No. of fatalities
High consequence work-related injury or ill-health
(excluding fatalities)
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
143
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 12 Describe the measures taken by the entity to ensure a safe and healthy work place.
Yes, Pearl Global has a group-wide Health and Safety policy which endeavours to create safe and healthy working
environment at all our facilities.All the factories have a designated Safety Officer to ensure training and awareness
among all the employees towards safety practices and requirements. Safety Officer is the guardian of the safety policy
of the Company and conducts regular safety committee meetings to address issues related to safety in the factory, the
safety commitee works towards the well-being of all the employees & workers.
13 Number of Complaints on the following made by employees and workers:
FY 2022-23
FY 2021-22
Filed during
the year
Pending
resolution at
the end of year
Remarks
Filed during
the year
Pending
resolution at
the end of year
Remarks
Nil
NA
Working
Conditions
Health &
Safety
Nil
NA
14 Assessments for the year:
% of your plants and offices that
were assessed (by entity or statutory
authorities or third parties)
Health and
safety practices
100% by entity or statutory
authorities.
Working
conditions
15
Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health & safety practices and working conditions.
No significant risks or concerns were highlighted in the assessment.
144
PEARL GLOBAL INDUSTRIES LIMITED
LEADERSHIP INDICATORS
1
Does the entity extend any life insurance or any compensatory package in the event of death of (A)
Employees (Y/N) (B) Workers (Y/N)
(A) Employees (Y) (B) Workers (Y)
2
Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and
deposited by the value chain partners.
Monthly reconciliation and confirmation process are in place and wherever there is a gap, corrective measures are taken.
3
Provide the number of employees / workers having suffered high consequence work related injury / ill-
health / fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and
placed in suitable employment or whose family members have been placed in suitable employment:
Total no. of affected employees/ workers
No. of employees/workers that are rehabilitated
and placed in suitable employment or whose family
members have been placed in suitable employment
FY 2022-23
FY 2021-22
FY 2022-23
FY 2021-22
Employees
Workers
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
4
Does the entity provide transition assistance programs to facilitate continued employability and the
management of career endings resulting from retirement or termination of employment? (Yes/ No)
No
5 Details on assessment of value chain partners:
% of value chain partners (by value of
business done with such partners) that
were assessed
Health and
safety practices
100%
Working
conditions
6
Provide details of any corrective actions taken or underway to address significant risks / concerns arising
from assessments of health and safety practices and working conditions of value chain partners.
No significant risks or concerns were highlighted in the assessment.
145
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS
PRINCIPLE
4
ESSENTIAL INDICATORS
Businesses should respect the interests of and be responsive to all its stakeholders
1 Describe the processes for identifying key stakeholder groups of the entity
At Pearl Global, we identify our stakeholders through a stakeholder mapping exercise that is conducted periodically. Our
early engagement policy provides a valuable opportunity to influence stakeholders’ perception and helps create long term
relationships that can enhance performance. We prioritise our stakeholders based on their level of importance to our
business operations. We categorise them according the nexus to the stage of operations along with the impact and risks
incurred to the stakeholders. Pearl Global has conducted its materiality assessment for the first time this financial year.
The materiality assessment was based on a survey conducted with a diverse set of internal and external stakeholders.
The valuable responses received from stakeholders played a crucial role in identifying the key material issues that are
pertinent to the Company. This allows us to further address the matters and develop our business sustainably.
2
List stakeholder groups identified as key for your entity and the frequency of engagement with each
stakeholder group
Stakeholder
Group
Whether identified
as Vulnerable &
Marginalised Group
(Yes/No)
Channels of communication
(Email, SMS, Newspaper,
Pamphlets, Advertisement,
Committee Meetings, Notice
Boards, Website), Other
Frequency of
engagement (Annually/
Half yearly/ Quarterly
/ others – please
specify)
Purpose and scope of
engagement including
key topics and
concerns raised during
such engagement
Senior leaders’ communication,
goal setting and performance
appraisal meetings/review, email,
intranet, circulars, notice board
Ongoing
Website, conferences, customer
surveys, face-to-face meetings,
E-mail, Customer feedbacks
Ongoing
Ongoing
Annual General Meeting,
Shareholder meets, email, Stock
Exchange (SE) intimations,
investor/analysts meet/
conference calls, annual reports,
quarterly results, media releases
and Company website
Employee well-being,
Grievance handling,
career development
Complaints handling
and new product
development
communication and
feedback
Disseminating and
sharing of financial
and non financial
performance update
with the shareholders
with a view to update
and also to seek their
approval, as required.
Employees &
Workers
No
Customers
No
Shareholders
No
146
PEARL GLOBAL INDUSTRIES LIMITED
Value chain
partners
No
Vendor meets, conferences,
e-mail, voice calls
Ongoing
Maintaining our
relationships with
suppliers of raw
materials and indirect
services are key to
uninterrupted delivery
to our consumers
Improved access to
basics, including water,
sanitation and hygiene,
promoting education
Communities
Yes
Regulators/
Govt Ministries
No
Promoting special education
Promoting gender equality and
empowering women Supporting
Children in Rural areas
Ongoing
Ongoing
Compliance, Industry
concerns
Advocacy meetings with local/
state/ national regulators/
government ministries and
seminars, media releases,
conferences, membership in
industry bodies
LEADERSHIP INDICATORS
1
Provide the processes for consultation between stakeholders and the Board on economic, environmental,
and social topics or if consultation is delegated, how is feedback from such consultations provided to the
Board.
The consultation between the stakeholders and the Board is internalised in the management process by delegating this
process. We engage with our stakeholders regularly and as needed. The format of engagement will depend on the nature
and needs of the stakeholders.
2
Whether stakeholder consultation is used to support the identification and management of environmental,
and social topics (Yes / No). If so, provide details of instances as to how the inputs received from
stakeholders on these topics were incorporated into policies and activities of the entity.
Yes, the environmental and social topics identification is done in tandem with the stakeholder identification carried out. For
managing the material issues, we have incorporated various policies & procedures. Some of these include formation of
an ESG team and adopting a sustainability policy. Pearl Global has conducted its materiality assessment for the first time
this financial year. The materiality assessment was conducted based on the survey taken by various internal and external
stakeholders. The stakeholder responses played a pivotal role in identifying key material issues relevant to the Company.
Moving forward, we are committed to enhancing the robustness of this process. We also intend to make it a regular
exercise to engage with stakeholders and incorporate their feedback into the Company’s strategy.
3
Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalised stakeholder groups.
The Company’s CSR activities focus on the disadvantages, vulnerable and marginalised segments of society. CSR activities
are mentioned in the Principle no. 8.
147
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS
PRINCIPLE
5
ESSENTIAL INDICATORS
Businesses should respect and promote human rights
1
Employees and workers who have been provided training on human rights issues and policy(ies) of the
entity, in the following format:
Category
Total (A)
FY 2022-23
No. of employees
/ workers covered
(B)
% (B / A)
Total (C)
FY 2021-22
No. of employees
/ workers covered
(D)
% (D / C)
Employees
Permanent
Other than permanent
Total Employees
Workers
Permanent
Other than permanent
Total Workers
1654
0
1654
6798
2292
9090
1000
0
1000
6798
2292
9090
60.46%
1283
0.00%
0
60.46%
1283
100.00% 8500
100.00% 1500
100.00% 10000
450
0
450
4400
1000
5400
50.00%
0.00%
50.00%
51.76%
66.67%
54.00%
2 Details of minimum wages paid to employees and workers, in the following format:
FY 2022-23
FY 2021-22
Total
(A)
Equal to Minimum
Wage
More than
Minimum Wage
Total
(D)
Equal to
Minimum Wage
More than
Minimum Wage
% (B / A)
No. (C) % (C / A)
No. (E) % (E / D) No. (F) % (F/ D)
Category
Employees
Permanent
Male
Female
Other than permanent
Male
Female
Workers
No.
(B)
0
0
0
0
0
0
1654
1436
218
0
0
0
0%
0%
0%
0%
0%
0%
Permanent
6798
6798
100%
Male
Female
2086
2086
100%
4712
4712
100%
Other than permanent
2292
2292
100%
1812
1812
100%
480
480
100%
Male
Female
148
1654
1436
100%
1283
100%
1134
218
100%
149
0
0
0
0
0
0
0%
0%
0%
0%
0%
0%
0
0
0
7479
7479
100%
3484
1369
100%
3995
3324
100%
2786
2786
100%
2115
2115
100%
671
671
100%
1283
100%
1134
100%
149
100%
0
0
0
0
0
0
0
0
0
0%
0%
0%
0%
0%
0%
0%
0%
0%
0
0
0
0
0
0
0
0
0
0%
0%
0%
0%
0%
0%
0%
0%
0%
PEARL GLOBAL INDUSTRIES LIMITED 3 Details of remuneration/salary/wages, in the following format:
Male
Number
Median remuneration/
salary/ wages of
respective category
Female
Number
Median remuneration/
salary/ wages of
respective category
9
2
1434
3898
182046 p.m.
396856 p.m.
28460 p.m.
11772 p.m.
Board of Directors (BoD)
Key Managerial Personnel
Employees other than BoD and KMP
Workers
3
1
217
5192
NIL
209366 p.m.
26629 p.m.
11361 p.m.
4
Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or
issues caused or contributed to by the business? (Yes/No)
The Ethics Committee is responsible for addressing human rights impacts and issues
5 Describe the internal mechanisms in place to redress grievances related to human rights issues.
There is an Ethics Committee, which addresses grievances related to human rights impacts. All our business units, factories
and offices are committed to respect the human rights of our workforce.
6 Number of Complaints on the following made by employees and workers:
FY 2022-23
FY 2021-22
Filed during
the year
Pending resolution
at the end of year
Remarks
Filed during
the year
Pending resolution
at the end of year
Remarks
Sexual Harassment
Discrimination at
workplace
Child Labour
Forced Labour/
Involuntary
Wages
Other Human rights
related issues
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
7
Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases
The Company has a POSH committee in place and complies with all the regulatory Labour Laws. The Whistleblower
policies have also been communicated to all stakeholders.
8 Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, we have a Global Governance Manual which emphasizes on Human Rights requirements. We prefer these principles
to be part of our Business agreements and contracts too.
149
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS
9 Assessments for the year:
Child labour
Forced/involuntary labour
Sexual harassment
Discrimination at workplace
Wages
Others – please specify
% of your plants and offices that were assessed (by entity or statutory authorities
or third parties)
100%
10
Provide details of any corrective actions taken or underway to address significant risks / concerns arising
from the assessments at Question 9 above.
Not Applicable
LEADERSHIP INDICATORS
1
Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints.
During the reporting period, no business processes have been modified or introduced for addressing human rights
grievances/complaints.
2 Details of the scope and coverage of any Human rights due-diligence conducted.
No due-diligence has been conducted on human rights
3
Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the
Rights of Persons with Disabilities Act, 2016?
Yes
4 Details on assessment of value chain partners:
% of value chain partners (by value of business done with such partners) that
were assessed
Sexual Harassment
Discrimination at workplace
Child Labour
Forced Labour/Involuntary Labour
Wages
Others – please specify
100%
5
Provide details of any corrective actions taken or underway to address significant risks / concerns arising
from the assessments at Question 4 above.
Not Applicable
150
PEARL GLOBAL INDUSTRIES LIMITED
PRINCIPLE
6
Businesses should respect and make efforts to protect and restore the environment
ESSENTIAL INDICATORS
1 Details of total energy consumption (in Giga Joules) and energy intensity, in the following format:
Parameter
Total electricity consumption (A)
Total fuel consumption (B)
Energy consumption through other sources (C)
Total energy consumption (A+B+C)
Energy intensity per ` Crores of turnover
(Total energy consumption/ turnover in ` Cr)
FY 2022-23
28,674.83
6,599.80
4119.048
39,393.68
42.19
FY 2021-22
11,830.87
4,627.99
3,986.05
20,444.91
21.90
Energy intensity (optional) – the relevant metric may be selected
by the entity
-
-
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency - No
2
Does the entity have any sites / facilities identified as
designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of
India? (Y/N) If yes, disclose whether targets set under the
PAT scheme have been achieved. In case targets have not
been achieved, provide the remedial action taken, if any.
No
3 Provide details of the following disclosures related to water, in the following format:
Parameter
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water (tanker)
(iv) Seawater / desalinated water
(v) Water from municipal corporation
(vi) Others
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)
Total volume of water consumption (in kilolitres)
Water intensity per rupee Crores of turnover (Water consumed /
turnover)
Water intensity (optional) – the relevant metric may be selected by
the entity
FY 2022-23
FY 2021-22
-
83,515.00
8,407.00
-
-
275.62
92,197.62
1,17,857.18
126.22
-
62,636.25
6,305.25
-
-
206.72
69,148.22
88,392.89
94.66
-
-
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency: No
151
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 4
Has the entity implemented a mechanism for Zero Liquid
Discharge? If yes, provide details of its coverage and
implementation.
No
5 Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter
NOx
Sox
Particulate matter (PM)
Persistent organic pollutants (POP)
Volatile organic compounds (VOC)
Hazardous air pollutants (HAP)
Others – please specify
Please specify unit
FY 2022-23
FY 2021-22
µg/m3
µg/m3
µg/m3
µg/m3
µg/m3
µg/m3
µg/m3
28.83
11.07
91.81
-
-
82.20
41.90
27.93
10.84
90.43
-
-
81.33
46.80
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency - No
6
Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the
following format:
Parameter
Total Scope 1 emissions (Break-up of the
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6,
NF3, if available)
Total Scope 2 emissions (Break-up of the
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6,
NF3, if available)
Total Scope 1 and Scope 2 emissions per
rupee Crores of turnover
Total Scope 1 and Scope 2 emission intensity
(optional) – the relevant metric may be
selected by the entity
Unit
Ton of CO2
FY 2022-23
425.43
FY 2021-22
303.01
Ton of CO2
6,292.53
2,596.22
Ton of CO2
-
7.19
-
3.10
-
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. - No
7
Does the entity have any project related to reducing Green
House Gas emission? If Yes, then provide details.
No
152
PEARL GLOBAL INDUSTRIES LIMITED 8
Provide details related to waste management by the entity, in the following format:
Parameter
Total Waste generated (in metric tonnes)
Plastic waste (A)
E-waste (B)
Bio-medical waste (C)
Construction and demolition waste (D)
Battery waste (E)
Radioactive waste (F)
Other Hazardous waste (Oil-soaked cotton waste, DG filters, paint
cans, chemical cans, paint residue, oil sludge, DG chimney soot,
coolant oil and used oil) . Please specify, if any. (G)
Other Non-hazardous waste generated (H). Please specify, if
any. (Break-up by composition i.e. by materials relevant to the
sector)
FY 2022-23
FY 2021-22
65.50
1.50
0.10
-
0.01
-
1.20
49.13
1.13
0.08
-
0.01
-
0.90
1,050.00
787.50
Total (A+B + C + D + E + F + G + H)
1,118.31
838.75
For each category of waste generated, total waste recovered
through recycling, re-using or other recovery operations (in metric
tonnes)
Category of waste
(i) Recycled
(ii) Re-used
(iii) Other recovery operations
Total
For each category of waste generated, total waste disposed by
nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration
(ii) Landfilling
(iii) Other disposal operations
Total
0.5
1
Waste is disposed off through authorised vendors.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency - No
9
Briefly describe the waste management practices
adopted in your establishments. Describe the strategy
adopted by your company to reduce usage of hazardous
and toxic chemicals in your products and processes and
the practices adopted to manage such wastes
The waste is disposed off in accordance
with the regulatory norms as defined by
the State Pollution Control Board (SPCB)
/ Central Pollution Control Board (CPCB)
153
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS 10
If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.)
where environmental approvals / clearances are required, please specify details in the following format:
Location of operations/offices
Type of operations
Whether the conditions of environmental approval /
clearance are being complied with? (Y/N) If no, the
reasons thereof and corrective action taken, if any
NIL
11
Details of environmental impact assessments of projects undertaken by the entity based on applicable
laws, in the current financial year:
Name and brief details of
project
EIA Notification No.
Whether conducted by
independent external agency
(Yes / No)
Results communicated in
public domain (Yes / No)
Identification and
assessment of
environmental risk are
under process.
Date
Relevant Web link
12
Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the
Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following
format:
Specify the law / regulation
/ guidelines which was not
complied with
Provide details of
the
noncompliance
Any fines / penalties / action taken by
regulatory agencies such as pollution
control boards or by courts
Corrective action
taken, if any
Pearl Global is compliant with all applicable laws and regulations across the sites in which they operate
154
PEARL GLOBAL INDUSTRIES LIMITED LEADERSHIP INDICATORS
1
Provide break-up of the total energy consumed (in Giga Joules or multiples) from renewable and non-
renewable sources, in the following format:
Parameter
From renewable sources
Total electricity consumption (A)
Total fuel consumption (B)
Energy consumption through other sources (C)
FY 2022-23
FY 2021-22
4,119.05
3,986.05
-
-
-
-
Total energy consumed from renewable sources (A+B+C)
4,119.05
3,986.05
From Non-renewable sources
Total electricity consumption (D)
Total fuel consumption (E)
Energy consumption through other sources (F)
28,674.83
6,599.80
-
Total energy consumed from non renewable sources (D+E+F)
35,274.63
11,830.87
4,627.99
-
16,458.86
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. - No
2 Provide the following details related to water discharged (in kilolitres):
Parameter
(i) To Surface Water
- No treatment
- With treatment – please specify level of treatment
(ii) To Groundwater
- No treatment
- With treatment – please specify level of treatment
(iii) To Seawater
- No treatment
- With treatment – please specify level of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please specify level of treatment
(v) Others
- No treatment
- With treatment – please specify level of treatment
Total Water discharged (in kilolitres)
FY 2022-23
FY 2021-22
28508
-
Primary
23906
-
Primary
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency- No
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
None of our factories or offices withdraw, consume and discharge water in areas of water stress.
Note: No independent assessment/ evaluation/assurance has been carried out by an external agency.
155
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS
4 Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameter
Unit
FY 2022-23
FY 2021-22
Total Scope 3 emissions (Break-up of the
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6,
NF3, if available)
Metric tonnes of
CO2 equivalent
Total Scope 3 emissions per rupee of
turnover
Total Scope 3 emission intensity (optional)
– the relevant metric may be selected by the
entity
Not tracked
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. - No
5
6
With respect to the ecologically sensitive areas reported
at Question 10 of Essential Indicators above, provide
details of significant direct & indirect impact of the entity
on biodiversity in such areas along-with prevention and
remediation activities.
Not Applicable
If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please
provide details of the same as well as outcome of such initiatives, as per the following format:
Sl.
NO
1
2
Initiative undertaken
Details of the initiative (Web-link, if any,
may be provided along-with summary)
Outcome of the initiative
Solar panels
ETP and STP
We have installed 200KW Solar panels to
reuse electricity usage and utilise from
natural source
We are recycling the treated STP water
for garden and flushing purpose & ETP
water treated and again used for washing
purpose
We are using average of 700 units from
Solar energy daily
By this we are saving around 30 - 35 KLD/
day
7
8
9
Does the entity have a business continuity and disaster
management plan? Give details in 100 words/ web link.
The Company is in the process of
formulating a business continuity
and disaster management plan
Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard
NIL
Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts.
~60%
156
PEARL GLOBAL INDUSTRIES LIMITED
PRINCIPLE
7
Businesses, when engaging in influencing public and regulatory policy, should do so
in a manner that is responsible and transparent
ESSENTIAL INDICATORS
1
a. Number of affiliations with trade and industry chambers/ associations. (As below)
b.
List the top 10 trade and industry chambers/ associations (determined based on the total members of
such body) the entity is a member of/ affiliated to.
Sl.
NO
1
2
3
Name of the trade and industry chambers/ associations
Reach of trade and industry chambers/
associations (State / National)
Apparel Export Promotion Council
Gurgaon Chamber of Commerce
Federation of Indian Export Organisations
National
State
National
2
Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by
the entity, based on adverse orders from regulatory authorities.
Name of authority
Brief of the case
Corrective action taken
NIL
NIL
NIL
LEADERSHIP INDICATORS
1 Details of public policy positions advocated by the entity:
Public policy
advocated
Method resorted
for such advocacy
Whether information
available in public
domain? (Yes/No)
Frequency of Review by Board
(Annually/ Half yearly/ Quarterly
/ Others – please specify)
Web Link, if
available
NIL
157
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS
PRINCIPLE
8
Businesses should promote inclusive growth and equitable development
ESSENTIAL INDICATORS
1
Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws,
in the current financial year.
Name and brief details of
project
SIA
Notification
No.
Date of
notification
Whether
conducted by
independent
external agency
(Yes / No)
Results
communicated
in public
domain (Yes
/ No)
Relevant Web
link
The Company has not undertaken SIA for the current financial year
2
Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity, in the following format:
Name of Project for which
R&R is ongoing
State
District
No. of Project
Affected Families
(PAFs)
% of PAFs
covered by
R&R
Amounts paid
to PAFs in the
FY (In `)
Not Applicable
3 Describe the mechanisms to receive and redress grievances of the community.
Since our operations do not directly / indirectly create any negative impact on the environment or society, there are less
of community related grievances. However, we engage with the community stakeholders to understand their needs and
aspirations. The Company actively participates in community engagement through its CSR projects.
4 Percentage of input material (inputs to total inputs by value) sourced from suppliers:
Parameter
FY 2022-23
FY 2021-22
Directly sourced from MSMEs/ small producers
Sourced directly from within the district and neighbouring districts
16%
29%
14%
36%
LEADERSHIP INDICATORS
1
Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential Indicators above):
Details of negative social
impact identified
Corrective action taken
Not Applicable
Not Applicable
158
PEARL GLOBAL INDUSTRIES LIMITED
2
Provide the following information on CSR projects undertaken by your entity in designated aspirational
districts as identified by government bodies:
State
Aspirational District
Amount spent (In `)
CSR Projects not undertaken in aspirational districts
3
(a)
Do you have a preferential procurement policy where you give
preference to purchase from suppliers comprising marginalised /
vulnerable groups? (Yes/No)
No
(b)
From which marginalised /vulnerable groups do you procure?
We do not procure any material
from marginalised groups
(c)
What percentage of total procurement (by value) does it
constitute?
Not Applicable
4
Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity
(in the current financial year), based on traditional knowledge:
Intellectual Property based on traditional
knowledge
Owned/ Acquired
(Yes/No)
Benefit shared
(Yes / No)
Basis of calculating
benefit share
-
-
-
-
5
Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved.
Name of authority
Brief of the Case
Corrective action taken
Not Applicable
Not Applicable
Not Applicable
6
Details of beneficiaries of CSR Projects:
Sl.
NO
1
2
3
4
5
CSR Project
Education in Gurugram, the Company supported schools with Read
Aloud program & infrastructure maintenance including donation of
swing set
No. of persons
benefitted from
CSR Projects
% of beneficiaries
from vulnerable and
marginalised groups
150 school students
100%
Environment Sustainability in Begampur Khatola, Gurugram, 20 solar
lights for the residents of the area.
Entire Khatola village
community
Health and Sanitation in Mellavalam Village, Chennai and The Earth
Saviours Foundation, Bandhwari Village, Haryana, Pearl Global
organised a medical checkup camp for the 297 residents of The Earth
Saviours Foundation in Bandhwari Village in Haryana and RO was
installed in Mellavalam village in Chennai to ensure safe drinking water
for the residents of the village.
1298 residents
RO installed in community area Melavalam Pettai
RO water access given to government school children
2800
600
~ 70%
100%
100%
100%
159
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS PRINCIPLE
9
Businesses should engage with and provide value to their consumers in a
responsible manner
ESSENTIAL INDICATORS
1
Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
A well-established system is in place for dealing with customer feedback and complaints. Customers are provided
multiple options to connect with the Company through e-mail, telephone, website, feedback forms, etc. All complaints are
appropriately addressed and all efforts are taken to resolve the same.
2
Turnover of products and/ services as a percentage of turnover from all products/service that carry
information about:
As a percentage to total turnover
Environmental and social
parameters relevant to the
product
100%
Safe and responsible usage
100%
Recycling and/or safe disposal
-
3 Number of consumer complaints in respect of the following:
FY 2022-23
Remarks
FY 2021-22
Remarks
Received
during
the year
Pending
resolution
at end of
year
0
0
0
0
0
0
0
0
NIL
NIL
NIL
NIL
Received
during
the year
Pending
resolution
at end of
year
0
0
0
0
0
0
0
0
NIL
NIL
NIL
NIL
Data privacy
Advertising
Cyber-security
Delivery of Products
160
PEARL GLOBAL INDUSTRIES LIMITED
FY 2022-23
Remarks
FY 2021-22
Remarks
Received
during
the year
Pending
resolution
at end of
year
Received
during
the year
Pending
resolution
at end of
year
3
0
0
0
0
0
0
0
We had
recalled the
consignment
and replaced
with other
products
NIL
NIL
NIL
3
0
0
0
0
0
0
0
Packing
issue
NIL
NIL
NIL
Quality of Products
Restrictive Trade Practices
Unfair Trade Practices
Other
4 Details of instances of product recalls on account of safety issues:
Voluntary recalls
Forced recalls
Number
Reasons for recall
0
0
Not Applicable
Not Applicable
5
6
Does the entity have a framework/ policy on cyber security
and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy.
Yes. Web Link: https://www.
pearlglobal.com/investor-relations/
corporate-governance/
Provide details of any corrective actions taken or underway
on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers;
re-occurrence of instances of product recalls; penalty /
action taken by regulatory authorities on safety of products
/ services
No such incident related to the
mentioned topics has been reported
LEADERSHIP INDICATORS
1
Channels / Platforms where information on products and services of the entity can be accessed (provide
web link, if available).
Information relating to all the products and services provided by the organisation are available on https://www.pearlglobal.
com/products/
2
Steps taken to inform and educate consumers about safe and responsible usage of products and/or
services.
The product tags include instructions on how to use the products safely and responsibly, such as washing, drying, and
ironing instructions.
161
ANNUAL REPORT 2022-23CORPORATE OVERVIEWSTATUTORY REPORTSFINANCIAL STATEMENTS
3
Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services
The Company is not engaged in providing of essential services
4 Does the entity display product information on the product over and above what is mandated as per local
laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with
regard to consumer satisfaction relating to the major products / services of the entity, significant locations
of operation of the entity or the entity as a whole? (Yes/No)
Yes, the Company displays necessary product information on the products label. Buyers are reputed Retail Chains and we
do get their feedback on consumer fashion trends and feedback.
5 Provide the following information relating to data breaches:
a.
Number of instances of data breaches along-with
impact
b.
Percentage of data breaches involving personally
identifiable information of customers
NIL
NIL
162
PEARL GLOBAL INDUSTRIES LIMITED
INDEPENDENT AuDITOR’S REPORT
To,
The Members,
Pearl Global Industries Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial
Industries Limited (“the
statements of Pearl Global
Company”), which comprise the Balance Sheet as at March
31, 2023, and the Statement of Profit and Loss (including
Other Comprehensive Income), Statement of Changes in
Equity and Statement of Cash Flows for the year then ended,
and notes to the standalone financial statements, including
a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the
standalone financial statements”).
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, (“Ind AS”) and accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2023, the Profit (financial
income),
performance
changes in equity and its cash flows for the year ended on
that date.
including other comprehensive
Basis for Opinion
We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India (ICAI) together with the ethical requirements
that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI’s Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a
basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current year. These
matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be
communicated in our report w.r.t the Company:
Key Audit Matter
Adequacy and completeness of disclosures of
Related Party Transactions
Refer Note 47 to the accompanying standalone
financial statements as at March 31, 2023 for the
disclosure of related parties and transactions with
them.
The Company has related party transactions which
include among others, sale/purchase of goods to its
subsidiaries and other related parties. This area was
significant to our audit due to the following reasons:
-
the significance of transactions with related
parties during the year ended March 31, 2023;
and
How our audit addressed the Key Audit Matter
Our procedures included the following steps:
√
√
√
Obtaining an understanding of the Company’s policies and
procedures in respect of identification of related parties and
transactions with them. We also traced the related parties from
declaration given by directors, wherever applicable.
Read the minutes of the meetings of Board of Directors and Audit
Committee and verified that the transactions are approved in
accordance with internal procedures and the applicable regulations
to the Company.
Tested on a sample basis the arrangements between the
related parties along with supporting documents to evaluate the
management’s assertions that the transactions were at arm’s
length and in the ordinary course of business.
163
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 INDEPENDENT AuDITOR’S REPORT (Contd.)
Key Audit Matter
How our audit addressed the Key Audit Matter
-
transactions are subject
related party
to
compliance requirement under the Companies
Act, 2013 and SEBI (listing and Obligation
Disclosure Requirement) 2015.
√
Evaluated and tested on a sample basis the rights and obligations
of the related parties and assessed whether the transactions were
recorded appropriately and disclosed in accordance with IND AS 24,
Companies Act, 2013 and SEBI (LODR), 2015.
Recognition, measurement, presentation and
disclosures of revenues as per Ind AS 115 “Revenue
from Contracts with Customers”
Refer Note 3(h) to the accompanying standalone
financial statements as at March 31, 2023
In accordance with the requirements of Ind AS 115
- Revenue from Contracts with Customers, an entity
shall recognise revenue when the entity satisfies a
performance obligation by transferring a promised
good or service to a customer. An asset is transferred
when the customer obtains control of that asset.
Revenue is one of the key measures of performance.
Revenue is identified as an area of significant risk.
As per the accounting policy, the Company derives
its revenue primarily from sale of garments with
revenue recognised at a point in time when control
of the goods has transferred to the customer. At the
year end, management has to exercise significant
judgement & control as the volume of transactions
are high. Accordingly, Revenue Recognition
is
identified as a Key Audit Matter.
√ Wherever appropriate, our substantive work was supplemented
by controls testing work which encompassed understanding,
evaluating and testing key controls in respect of Related Party
Transactions.
Our procedures as mentioned above did not identify any findings that are
significant for the financial statements as whole in respect of accounting,
presentation and disclosure of Related Party Transactions.
Our procedures included, but were not limited to the following:
√
√
√
√
√
√
√
the appropriateness of
Assessed
revenue
recognition accounting policies as per Ind AS 115 -Revenue from
Contracts with Customers.
the Company’s
Obtained an understanding and assessed
the design,
implementation and operating effectiveness of key internal controls
over recognition and measurement of revenue in accordance with
customer contracts, including correct timing of revenue recognition.
Performed substantive testing (including year-end cut-off testing)
by selecting samples of revenue transactions recorded during the
year, verifying with the underlying documents i.e. sales invoices,
dispatch documents including shipping bill, Airway bill, bill of lading,
forwarder cargo receipt etc.
Performed cut off testing, on sample basis to ensure that the
revenue from sale of goods is recognised in the appropriate period.
Assessed manual journals posted to revenue to identify unusual
items and tested the same on a sample basis.
Performed analytical procedures for reasonableness of revenues
disclosed vis-à-vis the direct and indirect costs involved.
Considered adequacy of the Company’s disclosures in respect of
revenue and related estimates and judgements in the standalone
Ind AS financial statements.
Based on our procedures as mentioned above, we did not identify
any findings that are significant for the financial statements as whole
in respect of accounting, presentation and disclosure of Revenue
Recognition.
Information Other
than
the Standalone Financial
Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for
the other information. The other information comprises
the information included in the annual report, but does
not include the standalone financial statements and our
auditor’s report thereon. The Annual Report is expected to
be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated.
164
pearl global industries limited INDEPENDENT AuDITOR’S REPORT (Contd.)
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
Responsibility of Management and Those Charged with
Governance for the Standalone Financial Statements
total comprehensive
The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance,
income,
changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board
of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
the going concern basis of accounting unless Board of
Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing
the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.
•
•
•
•
•
Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate
internal financial controls with reference to financial
statements in place and the operating effectiveness of
such controls.
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.
165
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 INDEPENDENT AuDITOR’S REPORT (Contd.)
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.
Other Matters
The comparative financial statement of the Company for
the year ended March 31, 2023 included in this standalone
financial statement, are based on the previously issued
statutory standalone financial statements which had been
audited by the predecessor auditor whose report for the
year ended March 31, 2022 dated May 25, 2022 expressed
an unmodified opinion on those standalone financial
statement. Our opinion is not modified in respect of this
matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.
of Cash Flows dealt with by this Report are in
agreement with the books of account.
IV.
In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified
under Section 133 of the Act.
V. On the basis of the written representations
received from the directors as on March 31, 2023
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 2023
from being appointed as a director in terms of
Section 164 (2) of the Act.
VI. With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.
VII. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us:
a) The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements. –
refer Note No. 46 of the Standalone financial
statements.
b) The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses. – refer Note No. 42 of the Standalone
financial statements.
c) There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.
2. As required by Section 143(3) of the Act, based on our
d)
audit we report that:
I. We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
II.
In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books.
III. The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income),
Statement of Change in Equity and the Statement
166
(i) The Management has
represented
that, to the best of its knowledge and
belief, as disclosed in the Note 54 to the
accounts, no funds (which are material
either individually or in the aggregate)
loaned or
have been advanced or
invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or
in any other person or entity, including
foreign entity (“Intermediaries”), with
the understanding, whether recorded
in writing or otherwise,
the
Intermediary shall, directly or indirectly
that
pearl global industries limited
INDEPENDENT AuDITOR’S REPORT (Contd.)
lend or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;
(ii) The Management has represented,
that, to the best of its knowledge and
belief, as disclosed in the Note 54 to the
accounts, no funds (which are material
either individually or in the aggregate)
have been received by the Company
from any person or entity, including
foreign entity (“Funding Parties”), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or
lend or
indirectly,
invest
in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
in
(iii) Based on such audit procedures that
has been considered reasonable and
appropriate
the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(i) & (ii) above, contain any material
misstatement.
e) The first
interim dividend declared and
paid by the Company during the year and
is in accordance with section 123 of the
Companies Act 2013. Further, as stated in
note 49 to the financial statements, second
interim dividend declared by the Company
for the year is in accordance with section
123 of the Companies Act 2013 to the extent
it applies to declaration of dividend. However,
the second interim dividend was not paid on
the date of this audit report.
Proviso to rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining books
of account using accounting software which
has a feature of recording audit trail (edit log)
facility is applicable for the Company w.e.f.
April 01, 2023 and accordingly reporting
under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 is not applicable
for the financial year ended March 31, 2023.
f)
3. With respect to the matter to be included in the
Auditors’ report under Section 197(16):
In our opinion and according to the information and
explanation given to us, the Company has paid remuneration
to its directors during the year is in accordance with the
provisions of and limit laid down under section 197 read
with Schedule V of the Act.
For S.R. Dinodia & Co. LLP.
Chartered Accountants,
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Place of Signature: New Delhi Membership Number 083689
UDIN: 23083689BGWOCM4481
Date: May 15, 2023
167
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 ANNExuRE ‘A’ TO THE INDEPENDENT AuDITORS’
REPORT OF EvEN DATE ON THE STANDAlONE FINANCIAl
STATEMENTS OF PEARl GlOBAl INDuSTRIES lIMITED.
The Annexure referred to in paragraph 1 under ‘Report
on Other Legal and Regulatory Requirements’ section
of Independent Auditors’ Report to the members of the
Company on the standalone financial statements for the
year ended March 31, 2023, we report that:
i)
In respect of Property, Plant and Equipment:
a)
(A) The Company has maintained proper
records showing full particulars, including
quantitative details and situation of Property,
Plant and Equipment.
(B) The Company has maintained proper records
showing full particulars of Intangible assets.
b) The Company has a Programme of verification
to cover all the items of Property, Plant and
Equipment in a phased manner which, in our
opinion, is reasonable having regard to the size
of the Company and the nature of its assets.
Pursuant to the Programme, certain Property,
Plant and Equipment were physically verified by
the Management during the year. According to
the information and explanations given to us,
no material discrepancies were noticed on such
verification.
c) According to the information and explanations
given to us and the records examined by us, the
title deeds of immovable properties (other than
immovable properties where the Company is
the lessee and the lease agreements are duly
executed in favour of the lessee) are held in the
name of the Company. However certain deeds
of immovable properties that are mortgaged
with the banks for securing borrowings were not
available for verification.
d) According to the records examined by us, the
Company has not revalued its Property, Plant
and Equipment (including Right of Use assets)
or intangible assets or both during the year.
Accordingly, the provisions of clause 3(i) (d) of the
Order are not applicable.
e) According to the information and explanations
given to us, no proceedings have been initiated or
are pending against the Company for holding any
benami property under the Prohibition of Benami
Property Transactions Act, 1988 (as amended in
2016) and rules made thereunder. Accordingly,
the provisions of clause 3(i) (e) of the Order are
not applicable.
ii)
In respect of its inventory:
a) On the basis of information and explanation
provided,
the Management has conducted
physical verification of inventory at reasonable
intervals during the year, except for goods-in-
transit. In our opinion, the coverage and procedure
of such verification is appropriate having regard to
the size of the Company and nature of its business.
According to the information and explanations
given to us, no discrepancies of 10% or more in
the aggregate for each class of inventory between
physical inventory and book records were noticed
on such physical verification.
b) According to the records examined by us, during
the year, working capital limits in excess of five
Crores rupees, in aggregate has been sanctioned
to the Company by the banks on the basis of
security of current assets. According to the
information and explanations given to us, the
quarterly statements filed by the Company with
such banks are materially in agreement with the
books of account of the Company.
iii) According to the information and explanation given
and based on the audit procedures performed by us,
during the year, the Company has made investment
and provided corporate guarantee to group companies
and unsecured loans to companies and other parties.
Further, the Company has not given any security to
companies, firms, Limited Liability Partnerships (LLPs)
or other parties.
168
pearl global industries limited
ANNExuRE ‘A’ TO THE INDEPENDENT AuDITORS’ REPORT (Contd.)
a)
the aggregate amount during the year and balance outstanding at the balance sheet date with respect to such loans
and guarantees to its subsidiaries, and other parties are given below:
Particulars
Guarantees
Loan
Aggregate amount granted/ provided during
the year
- Subsidiaries
- Others- Loan to Other Related Parties
- Others- Loan to employees
Balance outstanding as at balance sheet date
in respect of above cases
- Subsidiaries
- Others- Loan to related Parties
- Others- Loan to employees
USD 50.00 Lakhs equivalent to
`4,111.00 Lakhs
-
-
USD 3.00 Lakhs equivalent to
` 246.66 Lakhs
` 100.00 Lakhs
` 256.58 Lakhs
USD 290.00 Lakhs equivalent to
` 23,843.80 Lakhs
-
USD 3.00 Lakhs equivalent to
` 246.66 Lakhs
` 100.00 Lakhs
` 84.25 Lakhs
b) The terms and conditions of the grant of loans,
v)
In our opinion and according to the information
guarantees and investment made, are, prima
and explanations given to us, the Company has
facie, not prejudicial to the Company’s interest.
not accepted any deposits or amounts which are
c) The schedule of repayment of principal and
payment of interest in respect of loan has been
stipulated and the repayment/receipts of the
principal amount and the interest are generally
been regular as per stipulation.
d) There is no overdue amount in respect of loan
deemed to be deposits during the year and had no
unclaimed deposits at the beginning of the year within
the meaning of Sections 73 to 76 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 (as
amended). Accordingly, the provisions of clause 3(v) of
the Order are not applicable.
granted.
vi) On the basis of available information and explanation
e) No loans or advances in the nature of loan granted
which has fallen due during the year or has been
renewed or extended or fresh loans granted to
settle the over dues of existing loans given to
the same parties. Accordingly, the provisions of
clause 3(iii) (e) of the Order are not applicable.
f)
The Company has not granted any loans or
advances in the nature of loans either repayable
on demand or without specifying any terms or
provided to us, the Central Government has not
prescribed maintenance of cost records under sub-
section (1) of section 148 of the Companies Act,
2013 read with Companies (Cost Records and Audit)
Amendment Rules, 2016 dated July 14, 2016 to
the current operations carried out by the Company.
Accordingly, the provisions of paragraph 3(vi) of the
Order are not applicable to the Company.
vii)
In respect of Statutory Dues:
period of repayment. Accordingly, the provisions
a) The Company is generally regular in depositing
of clause 3(iii) (f) of the Order are not applicable.
iv)
In our opinion and according to the information
and explanations given to us, the Company has not
provided any security in connection with a loan to
any other body corporate or person and accordingly,
compliance under Sections 185 and 186 of the Act in
respect of securities is not applicable to the Company.
undisputed statutory dues including Provident
Fund, Employees' State Insurance, Income Tax,
Goods and Service Tax, Cess and any other
material statutory dues applicable to it with the
appropriate authorities. There were no undisputed
amounts payable in respect of Provident Fund,
Employees' State Insurance, Income Tax, Goods
Further, the Company has complied with Section 185
and Service Tax, Cess and any other material
and Section 186 of the Act in respect of loan granted,
statutory dues in arrears as at March 31, 2023 for
investments made and corporate guarantee provided
a period of more than six months from the date
by the Company.
they became payable.
169
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 ANNExuRE ‘A’ TO THE INDEPENDENT AuDITORS’ REPORT (Contd.)
b) According to the records of the Company examined by us and the information and explanations given to us, there
were no dues in respect of statutory dues refer to in sub clause vii(a) above which have not been deposited by the
Company on account of dispute, except for the following:
S.
No.
a)
b)
c)
d)
e)
Name of the Statute
Nature of Dues
Income Tax Act, 1961
Income Tax Act, 1961
Income Tax Act, 1961
Income Tax Act, 1961
Income Tax Act, 1961
Income Tax Demand
Income Tax Demand
Income Tax Demand
Income Tax Demand
Income Tax Demand
Amount in
` Lakhs
15.57
3.49
37.13
5.70
2.90
Period to which
amount relates
A.Y 2015-16
A.Y 2016-17
A.Y 2017-18
A.Y 2018-19
A.Y 2020-21
Forum where dispute
is pending
At CIT(A)
At Assessing Officer
At CIT(A)
At CIT(A)
At CIT(A)
viii) According to the information and explanations given
to us and the records examined by us, there are no
unrecorded transactions that have been surrendered
or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (43 of
1961). Accordingly, the provisions of clause 3(viii) of
the Order are not applicable.
ix)
In respect of loans or other borrowings taken by
the Company, according to the
information and
explanations given to us and audit procedures
performed by us:
a) The Company has not defaulted in repayment of
loans or other borrowings or in the payment of
interest thereon to any lender during the year.
b) The Company has not been declared willful
defaulter by any bank or financial institution or
government or any government authority.
c) The Company has utilised the money obtained by
way of term loans during the year for the purposes
for which they were obtained.
d) No funds raised on short-term basis have been
used for long-term purposes by the Company.
e) The Company has not taken any funds from
any entity or person on account of or to meet
the obligations of its subsidiaries. Further, the
Company does not have any associate and Joint
venture. Accordingly, the provisions of clause 3(ix)
(e) of the Order are not applicable.
f)
The Company has not raised loans during the year
on the pledge of securities held in its subsidiaries.
Further the Company does not have any associate
and joint venture. Accordingly, the provisions of
clause 3(ix) (f) of the Order are not applicable.
x)
In respect of moneys raised by the Company through
issue of shares & debt instruments:
a) During the year, the Company did not raise moneys
by way of initial public offer or further public offer
170
(including debt instruments). Accordingly, the
provisions of clause 3(x) (a) of the Order are not
applicable.
b) During the year, the Company has not made any
preferential allotment or private placement of
shares or convertible debentures (fully, partially or
optionally convertible). Accordingly, provisions of
clause 3 (x) (b) of the Order are not applicable.
xi) a) As per the information and explanations given
to us on our enquiries on this behalf, no fraud of
material significance on or by the Company has
been noticed or reported during the year.
b)
In our opinion and according to the information
and explanations given to us, no report under
sub-section (12) of section 143 of the Companies
Act has been filed during the year and upto the
date of this report in Form ADT-4 as prescribed
under rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government.
c) We have taken into consideration the whistle
blower complaints received by the Company
during the year, while determining the nature,
timing and extent of our audit procedures.
xii) The Company is not a Nidhi Company and hence,
the provisions of paragraph 3(xii) of the Order are not
applicable to the Company.
xiii) In our opinion and according to the information and
explanations given to us, all transactions with the
related parties are in compliance with Section 177 and
188 of the Companies Act, 2013, where applicable, and
the details of such transactions have been disclosed
in the financial statements etc. as required by the
applicable accounting standards.
xiv) In respect to internal audit system in the Company:
a)
In our opinion and based on our examination,
the Company has an
internal audit system
commensurate with the size and nature of its
business.
pearl global industries limited ANNExuRE ‘A’ TO THE INDEPENDENT AuDITORS’ REPORT (Contd.)
b) We have considered, the internal audit reports
for the year under audit, issued to the Company
during the year and till date, in determining the
nature, timing and extent of our audit procedures.
xv)
In our opinion and according to information and
explanation given to us, the Company has not entered
into any non-cash transactions with directors or
persons connected with him, covered under section
192 of the Act. Accordingly, provisions of clause 3 (xv)
of the Order are not applicable.
xvi) a) The Company is not required to be registered
under Section 45-IA of the Reserve Bank of India
Act, 1934 (2 of 1934). Accordingly, provisions of
clause 3 (xvi) (a), (b) and (c) of the Order are not
applicable.
b) According to the information and explanations
given to us, there are no core
investment
company (CIC) within the Group (as defined in
the Core Investment Companies (Reserve Bank)
Directions, 2016). Accordingly, provisions of
clause 3 (xvi) (d) of the Order are not applicable.
xvii) According to the information and explanations given to
us, the Company has neither incurred any cash losses
in the current financial year nor in the immediately
preceding financial year.
xviii) There has been no resignation of the statutory auditors
of the Company during the year. Accordingly, provisions
of clause 3 (xviii) of the Order are not applicable.
xix) According to the information and explanations given
to us and on the basis of the financial ratios, ageing
and expected dates of realisation of financial assets
and payment of financial liabilities, other information
accompanying the financial statements, our knowledge
of the Board of Directors and Management’s plans and
based on our examination of the evidence supporting
the assumptions, nothing has come to our attention,
which causes us to believe that any material uncertainty
exists as on the date of the audit report that Company
is not capable of meeting its liabilities existing at the
date of balance sheet as and when they fall due within
a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the
future viability of the Company. We further state that
our reporting is based on the facts up to the date of
the audit report and we neither give any guarantee nor
any assurance that all liabilities falling due within a
period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.
xx)
In respect of Corporate Social Responsibility, according
to the information and explanations given to us and
audit procedures performed by us:
a) There are no unspent amounts towards Corporate
Social Responsibility (CSR) on other than ongoing
projects requiring to be transferred to a Fund
specified in Schedule VII to the Companies Act in
compliance with second proviso to sub-section
(5) of section 135 of the said Act. Accordingly,
provisions of clause 3 (xx) (a) of the Order are not
applicable.
b) There are no ongoing CSR projects under
sub-section (6) of section 135 of the said Act.
Accordingly, provisions of clause 3 (xx) (b) of the
Order are not applicable.
xxi) The reporting under clause 3(xxi) of the Order is not
applicable in respect of audit of standalone financial
statements. Accordingly, no comment in respect of the
said clause has been included in this report.
For S.R. Dinodia & Co. LLP.
Chartered Accountants,
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Place of Signature: New Delhi Membership Number 083689
UDIN: 23083689BGWOCM4481
Date: May 15, 2023
171
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 ANNExuRE ‘B’ TO THE INDEPENDENT AuDITORS’
REPORT OF EvEN DATE ON THE STANDAlONE FINANCIAl
STATEMENTS OF PEARl GlOBAl INDuSTRIES lIMITED
Report on the Internal Financial Controls under Clause (i)
of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
We have audited the internal financial controls with reference
to financial statements of Pearl Global Industries Limited
(“the Company”) as of March 31, 2023 in conjunction with
our audit of the standalone financial statements of the
Company for the year ended on that date.
Management’s Responsibility
Controls
for
Internal Financial
The Company’s management is responsible for establishing
and maintaining internal financial controls based on the
internal control with reference to financial statements criteria
established by the Company considering the essential
components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants
of India (ICAI). These responsibilities include the design,
implementation and maintenance of adequate internal
financial controls that were operating effectively for 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,
as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's
internal financial controls with reference to financial
statements based on our audit. We conducted our audit
in accordance with the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting (the “Guidance
Note”) and the Standards on Auditing, issued by ICAI and
deemed to be prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit
of internal financial controls, both applicable to an audit of
Internal Financial Controls and, both issued by the Institute
of Chartered Accountants of India. Those Standards and
the Guidance note require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal
financial controls with reference to financial statements
was established & maintained and if such controls operated
effectively in all material respects.
172
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system with reference to financial statements and
their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included
obtaining an understanding of internal financial controls with
reference to financial statements, assessing the risk that a
material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on
the auditor’s judgement, including the assessment of the
risks of material misstatement of the financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system
with reference to financial statements.
Meaning of Internal Financial Controls with reference to
financial statements
A company's internal financial control with reference to
financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with Generally Accepted
Accounting Principles. A company's
internal financial
control with reference to financial statements includes
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the
assets of the Company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance with
Generally Accepted Accounting Principles, and that receipts
and expenditures of the Company are being made only
in accordance with authorisations of management and
directors of the Company; and (3) provide reasonable
timely detection
assurance
of unauthorised acquisition, use, or disposition of the
Company's assets that could have a material effect on the
standalone financial statements.
regarding prevention or
Inherent Limitations of Internal Financial Controls with
reference to financial statements
Because of the inherent limitations of internal financial
controls with reference to financial statements, including the
pearl global industries limited ANNExuRE ‘B’ TO THE INDEPENDENT AuDITORS’ REPORT (Contd.)
possibility of collusion or improper management override
of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any
evaluation of the internal financial controls with reference to
financial statements to future periods are subject to the risk
that the internal financial control with reference to financial
statements may become inadequate because of changes
in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
effectively as at March 31, 2023, based on the internal control
with reference to financial statements criteria established
by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued
by the Institute of Chartered Accountants of India.
For S.R. Dinodia & Co. LLP.
Chartered Accountants,
Firm’s Registration Number 001478N/N500005
In our opinion, the Company has, in all material respects, an
adequate internal financial controls system with reference
to financial statements and such internal financial controls
with reference to financial statements were operating
(Sandeep Dinodia)
Partner
Place of Signature: New Delhi Membership Number 083689
Date: May 15, 2023
UDIN: 23083689BGWOCM4481
173
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 STANDAlONE BAlANCE SHEET
as at March 31, 2023
Particulars
(Amount in ` Lakhs, unless otherwise stated)
Note
No.
As At
March 31, 2023
As At
March 31, 2022
Assets
Non-current assets
(a) Property, plant and equipment
(b) Capital work in progress
(c) Right of use assets
(d)
(e) Other Intangible assets
Financial assets
(f)
(i)
Investment properties
Investments
(ia)
(ib)
Investment in subsidiaries
Investment - others
(ii) Loans
(iii) Other financial assets
(g) Non-current tax assets (net)
(h) Deferred Tax Assets (net)
(i) Other non current assets
Total Non-current assets
Current assets
(a)
Inventories
(b) Financial assets
(i)
Investments
(ii) Trade receivables
(iii) Cash and cash equivalents
(iv) Bank balances other than cash and cash equivalents
(v) Loans
(vi) Other financial assets
I.
II.
(c) Other current assets
Total current assets
Total assets
Equity and liabilities
Equity
(a) Equity share capital
(b) Other equity
Total equity
Liabilities
Non- current liabilities
(a) Financial liabilities
(i) Borrowings
(ia) Lease Liabilities
(ii) Others financial liabilities
(b) Provisions
(c) Deferred tax liabilities (net)
(d) Other non-current liabilities
Total non- current liabilities
Current liabilities
(a) Financial liabilities
(i) Borrowings
(ia) Lease Liabilities
(ii) Trade payables
(iii) Other financial liabilities
(b) Other current liabilities
(c) Provisions
(d) Current tax liabilities (net)
Total current liabilities
Total equity and liabilities
-
-
Total outstanding due of micro enterprises and
small enterprises
Total outstanding due of creditors other than micro
enterprises and small enterprises
4
5
50
6
7
8
9
10
11
13
12
14
15
9
16
17
18
10
11
14
19
20
21
50
23
24
12
25
22
50
26
23
25
24
27
3
12,824.77
691.69
3,004.07
5,736.06
156.19
11,818.71
832.00
11.60
684.85
518.66
71.95
136.48
36,487.03
13,562.99
562.16
11,040.37
6,740.76
2,197.49
419.31
98.04
7,060.31
41,681.43
78,168.46
2,166.39
35,919.60
38,085.99
5,777.53
2,950.56
107.03
1,157.26
-
96.53
10,088.91
14,858.02
569.52
744.87
11,850.25
605.17
1,066.36
101.73
197.63
29,993.55
78,168.46
12,413.17
-
2,171.47
5,904.48
72.06
11,761.04
875.13
5.38
652.98
567.72
-
52.46
34,475.89
22,179.09
532.26
11,591.48
4,322.04
2,137.64
35.98
493.32
10,582.14
51,873.95
86,349.84
2,166.39
32,181.67
34,348.06
8,333.50
2,147.63
240.92
934.22
232.27
3,006.08
14,894.62
17,634.44
391.22
663.71
17,219.96
235.32
852.51
110.00
-
37,107.16
86,349.84
Summary of Significant Accounting Policies
The accompanying notes form an integral part of these financial statements
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
174
pearl global industries limited
STATEMENT OF STANDAlONE PROFIT AND lOSS
for the year ended March 31, 2023
Particulars
I
II
III
IV
Revenue from operations
Other income
Total income (I+II)
Expenses
(a) Cost of materials consumed
(b) Purchases of stock-in-trade
(c) Changes in inventories of finished goods, stock in trade and
work in progress
(d) Employee benefits expense
(e) Finance costs
(f) Depreciation and amortisation expense
(g) Other expenses
Total expenses
Profit/ (loss) before exceptional items and tax (III-IV)
Exceptional Items
V
VI
VII Profit/ (loss) before tax (V-VI)
VIII Tax expense:
(a) Current tax
(b) Deferred tax
(c) Adjustment of tax relating to earlier years
Total tax expense
Profit/(loss) for the year (VII-VIII)
Other comprehensive income
(i)
Items that will not be reclassified to profit or loss
(a) Re-measurement gains/ (losses) on defined benefit
IX
X
(A)
plans
(ii)
(B)
(i)
Income tax on items that will not be reclassified to profit or
loss
Items that will be reclassified to of profit or loss
(a) Net movement in effective portion of cash flow hedge
reserve
Note
No.
28
29
30
31
32
33
34
35
36
37
12
38
(Amount in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
1,10,377.07
3,035.51
1,13,412.58
52,666.18
-
1,524.57
19,833.58
3,042.33
1,882.90
29,392.83
1,08,342.39
5,070.19
(1,096.86)
6,167.05
951.58
(167.79)
1.61
785.40
5,381.65
53.35
(13.43)
93,377.06
3,204.83
96,581.89
42,862.08
671.60
(726.87)
15,219.19
2,585.30
1,762.91
31,252.11
93,626.32
2,955.58
(655.01)
3,610.59
397.95
496.86
-
894.81
2,715.78
81.36
(20.48)
(595.46)
419.03
(b) Exchange differences in translating the financial
127.24
(114.20)
statements of a foreign operation
(ii)
Income tax on items that will be reclassified to profit or loss
Other comprehensive income for the year, net of tax
Total comprehensive income for the year, net of tax
XI
XII Earnings per share: (face value ` 10 per share)
1) Basic (amount in `)
2) Diluted (amount in `)
Summary of Significant Accounting Policies
The accompanying notes form an integral part of these financial statements
39
3
149.87
-
(278.43)
5,103.22
24.84
24.77
(105.46)
-
260.26
2,976.04
12.54
12.54
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
175
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 STATEMENT OF STANDAlONE CASH FlOW
for the year ended March 31, 2023
Particulars
Cash flows from operating activities
Profit before tax
Adjustments for:
Depreciation and amortisation
Interest paid and other borrowing cost
Sundry balances written back
Provision written back
Unrealised Foreign exchange gain/ loss
Sundry balances written off
Loss / (Gain) on lease modification
Grant amortised during the year
Amortisation of deferred rental income
Unwinding of discount on security deposits Income
Unwinding of discount on security deposits Expense
Profit on sale of current investment - mutual Fund
Rental income
Interest income
Fair value loss /(gain) on financial assets measured at fair value
through profit or loss
Income on corporate guarantee
Loss Allowance for doubtful debts and advances
Enhanced Compensation Receivable on Compulsory Acquisition
Interest on Advance paid
Loss allowance for receivables
Dividend Received
Stock compensation expense
Foreign Currency Translation Reserve on Foreign Operation
Operating profit before working capital changes
Movement in working capital:
(Increase)/decrease in trade receivables
(Increase)/decrease in other non-current financial assets
(Increase)/decrease in other current financial assets
(Increase)/decrease in other non-current assets
(Increase)/decrease in other current assets
(Increase)/decrease in inventories
Increase/(decrease) in trade payables
Increase/(decrease) in other non-current financial liabilities
Increase/(decrease) in other current financial liabilities
Increase/(decrease) in non-current provisions
Increase/(decrease) in current provisions
Increase/(decrease) in other non-current liabilities
Increase/(decrease) in other current liabilities
Cash generated from operations
Direct tax paid (net of refunds)
Cash flow before exceptional items
Exceptional items:
Net cash inflow from/(used in) operating activities
Cash flows from investing activities
Purchase of property, plant and equipment (Including ROU, net with
lease liabilities)
Sale proceeds of property, plant and equipment
(Increase)/decrease in capital work in progress
Sale/(Purchase) of investment properties
Sale/(Purchase) of Intangible assets
(Increase)/decrease in capital advances
Increase/(decrease) in capital creditors
(Increase)/decrease in Investment in subsidiaries and others
(Increase)/decrease in current investment - Others
(Increase)/decrease in non-current Loans
(Increase)/decrease in current Loans
(Increase)/decrease in bank deposit
Dividend received
Interest received
176
( A )
(Amount in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
6,167.05
1,882.90
3,024.18
(91.51)
(98.50)
155.83
229.24
1.86
(1.00)
(19.36)
(31.70)
18.15
(97.05)
(774.49)
(246.68)
13.19
(151.58)
151.07
14.48
(827.00)
(2,335.15)
(1,006.25)
143.92
127.24
6,248.87
365.64
(28.71)
22.44
0.31
3,313.24
8,616.10
(5,298.15)
(133.89)
181.41
276.40
(8.27)
(2,908.53)
233.21
10,880.08
(706.49)
10,173.59
(1,096.86)
9,076.72
(1,924.44)
4,657.93
(691.69)
(24.73)
(139.61)
(26.81)
31.37
239.43
67.14
(6.22)
(383.33)
(59.85)
1,006.25
209.69
3,610.59
1,762.91
2,585.30
(297.41)
(204.11)
236.81
410.37
(50.38)
(1.00)
(16.44)
(25.70)
14.08
(16.34)
(769.38)
(149.53)
(573.58)
(132.75)
294.84
-
-
-
-
-
(114.20)
6,564.11
1,892.71
130.27
167.22
42.23
(3,586.18)
(8,909.96)
2,047.75
89.56
(61.26)
71.52
114.88
(6.28)
173.71
(1,269.73)
(408.92)
(1,678.65)
(655.01)
(2,333.66)
(913.62)
165.22
41.63
714.60
(48.52)
(41.10)
(110.84)
(23.45)
273.54
486.92
287.85
(1,029.49)
-
121.19
pearl global industries limited Statement of Standalone Cash Flows
for the year ended March 31, 2023 (Contd.)
Particulars
Rent received
Net Cash in flow From/ (Used In) Investing Activities
Cash flows from financing activities
Increase/ (decrease) in long term borrowings
Increase/ (decrease) in short term borrowings
Payment of Lease Liabilities
Dividend paid
Other borrowing cost
Interest paid
Net cash inflow from/(used in) financing activities
Net Increase (decrease) In cash and cash equivalents (A+B+C)
Opening balance of cash and cash equivalents
Total cash and cash equivalent (Note no. 17)
Components of cash and cash equivalents
Cash, Cheque/drafts on hand
With banks - Current account
With banks - Deposit account
Total cash and cash equivalent (Note no. 17)
Note :
( B )
( C )
(Amount in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
774.49
3,729.61
For the year ended
March 31, 2022
769.38
693.32
(2,555.98)
(2,776.43)
(704.57)
(1,624.80)
(925.39)
(1,800.45)
(10,387.61)
2,418.72
4,322.04
6,740.76
26.62
4,425.43
2,288.71
6,740.76
133.71
4,306.89
(381.57)
-
(721.25)
(1,974.89)
1,362.89
(277.45)
4,599.50
4,322.04
26.45
3,980.45
315.15
4,322.04
(a) The above Standalone statement of Cash Flows has been prepared under the Indirect Method as set out in IND AS 7 ‘
Statement of Cash Flows’.
(b) The Increase/(Decrease) in liabilities arising from investing activities includes non-cash transactions as under:
i)
Conversion of loan given to subsidiary into equity
For the year ended
March 31, 2023
-
For the year ended
March 31, 2022
486.10
(c) The Increase/(Decrease) in liabilities arising from financing activities includes non-cash transactions as under:
EIR adjustment of borrowings
i)
ii) Unwinding of discount on security deposit
For the year ended
March 31, 2023
12.06
18.15
For the year ended
March 31, 2022
7.91
14.08
(d) During the FY 2022-23, the Company has made investment of USD 3.00 Lakhs in a Wholly Owned Subsidiary (WOS) in USA
in the name of “Pearl Global USA Inc” on September 14, 2022.
(e) During the the FY 2022-23, the Company has made investment of ` 1.00 Lakh in newly incorporated wholly owned
subsidiary (WOS) “Sead Apparels Private Limited”.
Summary of Significant Accounting Policies
Note no. 3
The accompanying notes form an integral part of these financial statements
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
177
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
STATEMENT OF CHANGES IN EQuITY
for the year ended March 31, 2023
A. Equity Share Capital
As at April 01, 2021
Changes during the year
As at March 31, 2022
Changes during the year
As at March 31, 2023
B. Other Equity
Particulars
Balance as at April 01, 2021
Profit/(loss) for the year
Net movement in effective
portion of cash flow hedge
reserve, net of tax effect
Remeasurement of the benefit
plan, net of tax effect
Foreign Currency Translation
Reserve
Balance as at March 31, 2022
Profit/(loss) for the year
Net movement in effective
portion of cash flow hedge
reserve, net of tax effect
Share Based Payment Reserve
Remeasurement of the benefit
plan, net of tax effect
Foreign Currency Translation
Reserve
Dividend paid
Balance as at March 31, 2023
(Amount in ` Lakhs, unless otherwise stated)
2,166.39
-
2,166.39
-
2,166.39
Total
Other
Equity
Reserves and Surplus
General
Reserve
Security
Premium
Capital
Redemp-
tion Re-
serve
Amal-
gama-
tion Re-
serve
Retained
Earnings
Other Comprehen-
sive Income
Share
Based
Pay-
ment
Reserve
Effective
Portion
of Cash
Flow
Hedge
Currency
Trans-
lation
Reserve
4,204.36 17,103.90
-
-
-
-
95.00 625.95 7,172.94
2,715.78
-
-
-
-
-
-
-
-
-
-
-
-
-
60.88
-
4,204.36 17,103.90
-
-
-
-
95.00 625.95
-
-
-
-
9,949.62
5,381.65
-
-
-
-
-
-
-
-
-
(8.49)
-
313.57
11.96 29,205.63
2,715.78
313.57
-
-
-
-
60.88
-
(114.20)
(114.20)
305.08 (102.24) 32,181.67
5,381.65
(445.59)
-
(445.59)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
39.92
259.51
-
-
-
-
-
-
-
-
4,204.36 17,103.90
-
-
(1624.80)
95.00 625.95 13,746.39 259.51 (140.51)
-
-
-
-
259.51
39.92
127.24
127.24
(1,624.80)
25.00 35,919.60
Summary of Significant Accounting Policies (Note No. 3)
The accompanying notes form an integral part of these financial statements
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
178
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
1 CORPORATE INFORMATION
Pearl Global Industries Limited is a public limited company
domiciled in India and has its registered office at C-17/1
Paschimi Marg, Vasant Vihar, New Delhi, South West
Delhi, Delhi, 110057. The Company is primarily engaged
in manufacturing, sourcing and export of ready to wear
apparels through its facilities and operations in India and
overseas. The Company has its primary listings on BSE
Limited and National Stock Exchange in India.
The financial statements were authorised for issue in
accordance with a resolution of the board of directors on
May 15, 2023.
2 BASIS OF PREPARATION AND MEASUREMENT
Statement of Compliance: The Financial Statements
are prepared on an accrual basis under historical cost
Convention except for certain financial instruments which
are measured at fair value. These financial statements have
been prepared in accordance with the Indian Accounting
Standards (Ind AS) as prescribed under Section 133 of
the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 as amended and
other relevant provisions of the Companies Act, 2013, as
applicable.
The accounting policies are applied consistently to all the
periods presented in the financial statements.
Basis of Preparation and presentation: The financial
statements are prepared under the historical cost convention
except for certain financial assets and liabilities (including
derivative financial instruments) that are measured at fair
value or amortised cost.
All assets and liabilities have been classified as current or
non-current according to the Company's operating cycle
and other criteria set out in the Act. Based on the nature of
products and the time between the acquisition of assets for
processing and their realisation in cash and cash equivalents,
the Company has ascertained its operating cycle as twelve
months for the purpose of current non-current classification
of assets and liabilities.
flows and financial performance of the Company for at least
twelve months from the date of approval of these financial
statements as well as planned cost and cash improvement
actions, and believe that the plan for sustained profitability
remains on course.
The board of directors have taken actions to ensure that
appropriate long-term cash resources are in place at
the date of signing the accounts to fund the Company's
operations.
Recent accounting pronouncements notified by Ministry
of Corporate Affairs are as under:-
Ministry of Corporate Affairs (“MCA”) notifies new standard
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time
to time. On March 31, 2023, MCA amended the Companies
(Indian Accounting Standards) Amendment Rules, 2022,
applicable from April 01, 2023, as below:
a)
Ind AS 1 - Presentation of Financial Statements
This amendment requires the entities to disclose
their material accounting policies rather than their
significant accounting policies. The effective date
for adoption of this amendment is annual periods
beginning on or after April 01, 2023. The Company
has evaluated the amendment and the impact of the
amendment is insignificant in the standalone financial
statements
b)
Ind AS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors
introduced a definition of
This amendment has
‘accounting estimates’ and included amendments
to Ind AS 8 to help entities distinguish changes in
accounting policies from changes
in accounting
estimates. The effective date for adoption of this
amendment is annual periods beginning on or after
April 01, 2023. The Company has evaluated the
amendment and there is no impact on its standalone
financial statements.
Functional and Presentation Currency
c)
Ind AS 12 - Income Taxes
The financial statements are presented in ` which is its
functional & presentational currency and all values are
rounded to the nearest Lakhs upto two decimal places
except otherwise stated.
Going Concern
The board of directors have considered the financial position
of the Company at March 31, 2023 and the projected cash
This amendment has narrowed the scope of the
initial recognition exemption so that it does not apply
to transactions that give rise to equal and offsetting
temporary differences. The effective date for adoption
of this amendment is annual periods beginning on or
after April 01, 2023. The Company has evaluated the
amendment and there is no impact on its standalone
financial statement
179
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
3 SIGNIFICANT ACCOUNTING POLICIES
a) Significant accounting judgements, estimates and
assumptions
The preparation of financial statements in conformity
with Ind AS requires management to make judgements,
estimates and assumptions that affect the application
of accounting policies and the reported amount of
assets, liabilities, income, expenses and disclosures
of contingent assets and liabilities at the date of these
financial statements and the reported amount of
revenues and expenses for the years presented. Actual
results may differ from the estimates.
Estimates and underlying assumptions are reviewed
at each balance sheet date. Revisions to accounting
estimates are recognised in the period in which the
estimates are revised and future periods affected.
Use of Estimates and Judgements
The key assumptions concerning the future and other
key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described
below. The Company based its assumptions and
estimates on parameters available when the financial
statements were prepared. Existing circumstances
and assumptions about future developments, however,
may change due to market changes or circumstances
arising that are beyond the control of the Company.
Such changes are reflected in the assumptions when
they occur. Also, the Company has made certain
judgements in applying accounting policies which
have an effect on amounts recognised in the financial
statements.
i)
Income taxes
The Company is subject to income tax laws as
applicable in India. Significant judgment is required
in determining provision for income taxes. There
are many transactions and calculations for which
the ultimate tax determination is uncertain during
the ordinary course of business. The Company
recognises liabilities for anticipated tax issues
based on estimates of whether additional taxes
will be due. Where the final tax outcome of these
matters is different from the amounts that were
initially recorded, such differences will impact
the income tax and deferred tax provisions in the
period in which such determination is made. Where
tax positions are uncertain, accruals are recorded
within income tax liabilities for management’s best
180
estimate of the ultimate liability that is expected
to arise based on the specific circumstances and
the Company’s historical experience. Factors
that may have an impact on current and deferred
taxes include changes in tax laws, regulations
or rates, changing interpretations of existing tax
laws or regulations, future levels of research and
development spending and changes in pre-tax
earnings.
ii) Contingencies
Contingent Liabilities may arise from the ordinary
course of business in relation to claims against
the Company, including legal and other claims.
By virtue of their nature, contingencies will be
resolved only when one or more uncertain future
events occur or fail to occur. The assessment
of the existence, and potential quantum, of
contingencies inherently involves the exercise of
significant judgements and the use of estimates
regarding the outcome of future events.
iii) Recoverability of deferred taxes
In assessing the recoverability of deferred tax
assets, management considers whether it is
probable that taxable profit will be available
against which the losses can be utilised. The
ultimate realisation of deferred tax assets is
dependent upon the generation of future taxable
income during the periods in which the temporary
differences become deductible. Management
considers the projected future taxable income
in making this
and tax planning strategies
assessment.
iv) Defined benefit plans
The present value of the gratuity and compensated
absences are determined using actuarial
valuations. An actuarial valuation
involves
making various assumptions that may differ from
actual developments in the future. These include
the determination of the discount rate, future
salary increases and mortality rates. Due to the
complexities involved in the valuation and its
long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting
date.
The parameter most subject to change is the
discount rate. In determining the appropriate
discount rate for plans operated in India, the
actuary considers the interest rates of government
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
bonds in currencies consistent with the currencies
of the post-employment benefit obligation. The
mortality rate is based on publicly available
mortality tables for the specific countries. Those
mortality tables tend to change only at interval in
response to demographic changes. Future salary
increases and gratuity increases are based on
expected future inflation rates for the respective
countries.
v) Useful lives of property, plant and equipment
The Company reviews the useful life of property,
plant and equipment at the end of each reporting
period. This reassessment may result in change
in depreciation expense in future periods.
vi) Leases
assessing whether
Where the Company is the lessee, key judgements
include
arrangements
contain a lease and determining the lease term.
To assess whether a contract contains a lease
requires judgement about whether it depends on
a specified asset, whether the Company obtains
substantially all the economic benefits for the
use of that asset and whether the Company has
a right to direct the use of the asset. In order to
determine the lease term judgement is required
as extension and termination options have to be
assessed along with all facts and circumstances
that may create an economic incentive to exercise
an extension option, or not exercise a termination
option. The Company revises the lease term if
there is a change in the non-cancellable period
of a lease. Estimates include calculating the
discount rate which is generally based on the
incremental borrowing rate specific to the lease
being evaluated or for a portfolio of leases with
similar characteristics.
Where the Company is the lessor, the treatment
of leasing transactions is mainly determined by
whether the lease is considered to be an operating
or finance lease. In making this assessment,
management looks at the substance of the
lease, as well as the legal form, and makes a
judgement about whether substantially all of the
risks and rewards of ownership are transferred.
Arrangements which do not take the legal form
of a lease but that nevertheless convey the
right to use an asset are also covered by such
assessments.
vii) Amortisation of Government Grants
Grants are amortised to Profit and Loss on a
straight - line basis over the expected lives of
related assets and presented within other income.
viii) Impairment of financial instruments
The Company analyses regularly for indicators
of impairment of its financial instruments by
reference to the requirements under relevant Ind
AS.
The management’s estimates and assessments
were based
in particular on assumptions
regarding the development of the economy as a
whole, the development of textiles markets, and
the development of the basic legal parameters.
b) Current versus non-current classification
The Company presents assets and
in
the balance sheet based on current/ non-current
classification.
liabilities
Assets:
An asset is treated as current when it is:
a)
Expected to be realised or intended to be sold or
consumed in normal operating cycle.
b) Held primarily for the purpose of trading
c)
Expected to be realised within twelve months
after the reporting period, or
d) Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at
least twelve months after the reporting period.
All other assets are classified as non-current.
Liabilities:
A liability is current when:
(a)
It is expected to be settled in normal operating
cycle
(b)
It is held primarily for the purpose of trading
(c)
It is due to be settled within twelve months after
the reporting period, or
(d) There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-
current assets and liabilities.
Operating cycle: The operating cycle is the time
between the acquisition of assets for processing and
181
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
their realisation in cash and cash equivalents. The
Company has identified twelve months as its operating
cycle.
c) Property, Plant and Equipment (PPE) and Depreciation
Property, plant and equipment and capital work
in progress are stated at cost less accumulated
depreciation and accumulated impairment losses,
if any. Such cost includes expenditure that is directly
attributable to the acquisition of the asset. The cost of
self-constructed assets includes the cost of materials
and direct services, any other costs directly attributable
to bringing the assets to its working condition for their
intended use and cost of replacing part of the plant
and equipment and borrowing costs for long-term
construction projects if the recognition criteria are met.
When parts of an item of PPE having significant costs
have different useful lives, then they are accounted for
as separate items (major components) of property,
plant & equipment.
An item of property, plant and equipment and any
significant part initially recognised is de-recognised
upon disposal or when no future economic benefits are
expected from its use. Any gain or loss arising on de-
recognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying
amount of the asset) is included in the statement of
profit and loss.
Items of stores and spares that meet the definition of
property, plant and equipment are capitalised at cost
and depreciated over their useful life. Otherwise, such
items are classified as inventories.
Transition to Ind AS: On transition to Ind AS, the
Company has elected to continue with the carrying
value of all its property, plant and equipment as at April
01, 2016, measured as per the previous GAAP, and
use that carrying value as the deemed cost of such
property, plant and equipment.
Subsequent costs: The cost of replacing a part of an
item of property, plant and equipment is recognised in
the carrying amount of the item of property, plant and
equipment, if it is probable that the future economic
benefits embodied within the part will flow to the
Company and its cost can be measured reliably with
the carrying amount of the replaced part getting
derecognised. The cost for day-to-day servicing
of property, plant and equipment are recognised in
statement of profit and loss as and when incurred.
any, after its use is included in the cost of the respective
asset if the recognition criteria for a provision are met.
(as applicable)
Capital work in progress: Capital work in progress
comprises the cost of property, plant & equipment that
are not ready for their intended use at the reporting
date.
Cost comprises of purchase cost, related acquisition
expenses, borrowing costs and other direct expenditure.
Depreciation :
Depreciation is provided on a pro-rata basis on
the straight-line basis on the estimated useful life
prescribed under Schedule II to Companies Act , 2013
with the following exception :
-
-
-
Property, plant & equipment costing upto ` 5,000
has been fully depreciated during the financial
year
Leasehold land has been amortised over the lease
term.
Freehold Land is not depreciated.
Depreciation Method, useful lives and residual values
are reviewed at each financial year end and adjusted,
if appropriate.
d)
Investment Properties
Property that is held for rental yields or for capital
appreciation or both, and that is not occupied by
the Company, is classified as investment property.
Investment property is measured at its cost, including
transaction costs and where applicable
related
borrowing costs less depreciation and impairment if
any.
The Company, based on technical assessment made by
management, depreciates the building over estimated
useful life of 60 years. The management believes that
these estimated useful lives are realistic and reflect fair
approximation of the period over which the assets are
likely to be used.
Transition to Ind AS: On transition to Ind AS, the
Company has elected to continue with the carrying
value of all its investment properties as at April 01,
2016, measured as per the previous GAAP, and use that
carrying value as the deemed cost of such investment
properties.
e) Other Intangible assets
Recognition and measurement
Decommissioning Costs : The present value of the
expected cost for the decommissioning of an asset, if
Intangible assets that are acquired by the Company are
measured initially at cost. Intangible assets with finite
182
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
useful lives are measured at cost less accumulated
amortisation and accumulated impairment losses, if
any. All expenditures, qualifying as Intangible Assets
are amortised over estimated useful life.
Transition to Ind AS
On transition to Ind AS, the Company has elected to
continue with the carrying value of all its intangible
assets recognised as at April 01, 2016, measured as
per the previous GAAP, and use that carrying value as
the deemed cost of such intangible assets.
Subsequent Expenditure: Subsequent expenditure is
capitalised only when it increases the future economic
benefits embodied in the specific asset to which it
relates. All other expenditure is recognised in Statement
of Profit and Loss as incurred.
Amortisation and useful lives: Intangible assets with
finite lives are amortised over the useful life and these
are assessed for impairment whenever there is an
indication that the intangible asset may be impaired.
The amortisation period and the amortisation method
for an intangible asset with a finite useful life are
reviewed at least at the end of each reporting period.
Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are considered to modify the
amortisation period or method, as appropriate, and
are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite
lives is recognised in the statement of profit and loss
unless such expenditure forms part of carrying value of
another asset. The amortisation method, residual value
and the useful lives of intangible assets are reviewed
annually and adjusted as necessary. Specialised
softwares are amortised over a period of 3 years or
license period whichever is earlier.
g) Foreign Currency Transactions and Translations
Functional and presentational currency
The Company’s financial statements are presented in
Indian Rupees (` in Lakhs) which is also the Company’s
functional currency. Functional currency is the currency
of the primary economic environment in which a
company operates and is normally the currency in
which the Company primarily generates and expends
cash. All the financial information presented in ` except
where otherwise stated.
Transactions and balances
Transactions in foreign currencies are translated into
the functional currency of the Company at the exchange
rates at the date the transactions or an average rate if
the average rate approximates the actual rate at the
date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at
the exchange rate at the reporting date. Non-monetary
assets and liabilities that are measured at fair value in
a foreign currencies are translated into the functional
currency at the exchange rate when the fair value
was determined. Non-monetary assets and liabilities
that are measured in terms of historical cost are not
re-translated.
Exchange differences on monetary items are recognised
in profit or loss in the period in which they arise
except for exchange differences on foreign currency
borrowings relating to assets under construction for
future productive use, which are included in the cost of
those assets when they are regarded as an adjustment
to interest costs on those foreign currency borrowings.
Advances received or paid in foreign currency are
recognised at exchange rate on the date of transaction
and not re-translated.
f) Borrowing costs
the borrowing of
Borrowing costs consists of interest and amortisation
of ancillary costs that an entity incurs in connection
with
funds. Borrowing costs
directly attributable to the acquisition, construction
or production of an asset that necessarily takes a
substantial period of time to get ready for its intended
use or sale are capitalised as part of the cost of the
asset. All other borrowing costs are expensed in the
period in which they occur. Borrowing costs consist
of interest and other costs that an entity incurs in
connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.
h) Revenue Recognition
The Company derives revenue primarily from export of
manufactured and traded goods.
Revenue from contract with customers
Revenue from contract with customers is recognised
when control of the goods or services are transferred
to the customer at an amount that reflects the
consideration to which the Company expects to be
entitled in exchange for transferring distinct goods or
services to a customer as specified in the contract,
excluding the amount collected on behalf of third
parties(for example, taxes and duties collected on
behalf of government) and net of returns & discounts.
183
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
The Company has concluded that it is acting as
principal in its revenue arrangements.
The Company considers whether there are other
promises in the contract that are separate performance
obligations to which a portion of the transaction price
needs to be allocated. In determining the transaction
price for the sale of products, the Company considers
the effect of variable consideration, the existence
of significant financing component, non-cash
consideration, and consideration payable to the
customer (if any).
The Company assesses its revenue arrangements
against specific recognition criteria
like exposure
to significant risks & rewards associated with the
sale of goods or services. When deciding the most
appropriate basis for presenting revenue or costs
of revenue, both the legal form and substance of the
agreement between the Company and its customers
are reviewed to determine each party's respective role
in the transaction.
Specific revenue recognition criteria:
(i) Sale of products
Revenue from sale of products is recognised at the
point in time when control of product is transferred to
the customer. In case of Export sale, transfer of control
generally takes place at the time of expected date of
departure which is specified in airway bill/ bill of lading
(ii) Job work income
Revenue from job work on the product is recognised at
the point in time when control of services is transferred
to the customer, generally on the delivery of the product
after completion of job work.
(iii) Export Incentives
Incentives under various schemes are
Export
accounted in the year of export.
(iv) Other Incomes
a) Sale of software/ SAP income is recognised at the
delivery of complete module & patches (through
reimbursement from group companies).
b) Rental Income is recognised on accrual basis as
per the terms of agreement.
c)
interest
income,
respect of
In
is
recognised on the time proportion basis, taking
into account the amount outstanding and the rate
of interest applicable.
revenue
d) Dividend Income is recognised when the right to
receive is established.
184
Variable Consideration
If the consideration in a contract includes a variable
amount, the Company estimates the amount of
consideration to which it will be entitled in exchange
for transferring the goods to the customer. The variable
consideration is estimated at contract inception and
constrained until it is highly probable that a significant
revenue reversal in the amount of revenue recognised
will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
Significant Financing Component
Generally, the Company does not receive short term
or long term advances from its customers except in
certain scenarios. Using the practical expedient in Ind
AS 115, the Company does not adjust the promised
amount of consideration for the effects of a significant
financing component if it expects, at contract inception,
that the period between the transfer of promised good
or service to the customer and when the customer
pays for good or service will be one year or less. The
Company does not expect to have any contracts where
the period between the transfer of promised goods
and services to the customer and payment by the
customer exceeds one year. As a consequence, it does
not adjust any of the transaction prices for the time
value of money.
Contract balances
Contract assets
A contract asset is the right to consideration in
exchange for goods or services transferred to the
customer. If the Company performs by transferring
goods or services to a customer before the customer
pays consideration or before payment is due, a contract
asset is recognised for the earned consideration that is
conditional.
Trade receivables
A receivable represents the Company’s right to an
amount of consideration that is unconditional (i.e., only
the passage of time is required before payment of the
consideration is due). Refer to accounting policies of
financial assets in section Financial instruments –
initial recognition and subsequent measurement.
Contract liabilities
A contract liability is the obligation to transfer goods
or services to a customer for which the Company has
received consideration (or an amount of consideration
is due) from the customer. If a customer pays
consideration before the Company transfers goods
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
or services to the customer, a contract liability is
recognised when the payment is made or the payment
is due (whichever is earlier). Contract liabilities are
recognised as revenue when the Company performs
under the contract.
Cost to obtain a contract
The Company does not capitalise costs to obtain a
contract because majorly the contracts have terms
that do not extend beyond one year. The Company
does not have a significant amount of capitalised costs
related to fulfilment.
i)
Inventories
i)
ii)
iii)
Inventories of finished goods manufactured by
the Company are valued style-wise and at lower
of cost and estimated net realisable value. Cost
includes material cost on weighted average basis
and appropriate share of overheads incurred
in bringing them to their present location and
condition. In the case of manufactured inventories
and work-in-progress,
an
appropriate share of fixed production overheads
based on normal operating capacity..
includes
cost
Inventories of finished goods (traded) are valued
at lower of procurement cost (FIFO method) or
estimated net realisable value.
Inventories of raw material, work in progress,
accessories & consumables are valued at cost
(weighted average method) or at estimated
net realisable value whichever is lower. WIP
cost includes appropriate portion of allocable
overheads. Raw materials and other supplies
held for use in the production of finished products
are not written down below cost except in cases
where material prices have declined and it is
estimated that the cost of the finished products
will exceed their net realisable value.
iv) Net realisable value is the estimated selling price
in the ordinary course of business, less estimated
costs of completion and estimated costs
necessary to make the sale. The comparison of
cost and net realisable value is made on an item by
item basis. Obsolete or slow moving inventories
are identified from time to time and a provision
is made for such inventories as appropriate on
periodic basis.
j)
Leases
The Company assesses at contract inception whether
a contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified
asset for a period of time in exchange for consideration.
Company as a lessee
The Company’s lease asset classes primarily comprise
of lease for land and building. The Company assesses
whether a contract contains a lease, at inception of
a contract. A contract is, or contains, a lease if the
contract conveys the right to control the use of an
identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys
the right to control the use of an identified asset, the
Company assesses whether: (i) the contract involves
the use of an identified asset (ii) the Company has
substantially all of the economic benefits from use
of the asset through the period of the lease and (iii)
the Company has the right to direct the use of the
asset. The Company applies a single recognition
and measurement approach for all leases, except for
short-term leases and leases of low-value assets. For
these short-term and low value leases, the Company
recognises the
lease payments as an operating
expense on a straight-line basis over the term of the
lease. The Company recognises lease liabilities to make
lease payments and right-of-use assets representing
the right to use the underlying assets as below:
i)
Right-of-use assets
lease
The Company recognises right-of-use assets at
the commencement date of the lease (i.e., the
date the underlying asset is available for use).
Right-of-use assets are measured at cost, less
any accumulated depreciation and impairment
losses, and adjusted for any remeasurement
of
liabilities. The cost of right-of-use
assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease
payments made at or before the commencement
date less any lease incentives received. Right-
of-use assets are depreciated on a straight-line
basis over the shorter of the lease term and the
estimated useful lives of the underlying assets
(i.e. 30 and 60 years) If ownership of the leased
asset transfers to the Company at the end of the
lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using
the estimated useful life of the asset. The right-
of-use assets are also subject to impairment.
ii) Lease Liabilities
At the commencement date of the lease, the
Company recognises lease liabilities measured at
the present value of lease payments to be made
over the lease term. The lease payments include
185
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
fixed payments (including in substance fixed
payments) less any lease incentives receivable,
variable lease payments that depend on an index
or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments
also include the exercise price of a purchase
option reasonably certain to be exercised by
the Company and payments of penalties for
terminating the lease, if the lease term reflects
the Company exercising the option to terminate.
Variable lease payments that do not depend on
an index or a rate are recognised as expenses
(unless they are incurred to produce inventories)
in the period in which the event or condition that
triggers the payment occurs. In calculating the
present value of lease payments, the Company
uses its incremental borrowing rate at the lease
commencement date because the interest rate
implicit in the lease is not readily determinable.
After the commencement date, the amount of
lease liabilities is increased to reflect the accretion
of interest and reduced for the lease payments
made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification,
a change in the lease term, a change in the lease
payments (e.g., changes to future payments
resulting from a change in an index or rate used
to determine such lease payments) or a change
in the assessment of an option to purchase the
underlying asset. The Company’s lease liabilities
are included in other current and non-current
financial liabilities.
(iii) Short-term leases and leases of low-value
assets
The Company applies the short-term
lease
recognition exemption to its short-term leases
(i.e., those leases that have a lease term of 12
months or less from the commencement date
and do not contain a purchase option). It also
applies the lease of low-value assets recognition
exemption to leases that are considered to be
low value. Lease payments on short-term leases
and leases of low-value assets are recognised as
expense on a straight-line basis over the lease
term. “Lease liability” and “Right of Use” asset
have been separately presented in the Balance
Sheet and lease payments have been classified
as financing cash flows.
Company as a lessor
Leases for which the Company is a lessor is classified
as finance or operating lease. Leases in which the
Company does not transfer substantially all the risks
and rewards incidental to ownership of an asset are
classified as operating leases. Rental income arising is
accounted for on a straight-line basis over the lease
terms. Initial direct costs incurred in negotiating and
arranging an operating lease are added to the carrying
amount of the leased asset and recognised over
the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the
period in which they are earned.
k) Employee's benefits
Short term employee benefits: All employee benefits
expected to be settled wholly within twelve months
of rendering the service are classified as short-term
employee benefits. When an employee has rendered
service to the Company during an accounting period,
the Company recognises the undiscounted amount of
short-term employee benefits expected to be paid in
exchange for that service as an expense unless another
Ind AS requires or permits the inclusion of the benefits
in the cost of an asset. Benefits such as salaries,
wages and short-term compensated absences, bonus
and ex-gratia etc. are recognised in statement of profit
and loss in the period in which the employee renders
the related service.
A liability is recognised for the amount expected to
be paid after deducting any amount already paid
under short-term cash bonus or profit-sharing plans
if the Company has a present legal or constructive
obligation to pay this amount as a result of past service
provided by the employee, and the obligation can be
estimated reliably. If the amount already paid exceeds
the undiscounted amount of the benefits, the Company
recognises that excess as an asset /prepaid expense to
the extent that the prepayment will lead to, for example,
a reduction in future payments or a cash refund.
Defined contribution plan
A defined contribution plan is a post-employment
benefit plan under which an entity pays fixed
contributions to a statutory authority and will have no
legal or constructive obligation to pay further amounts.
Retirement benefits in the form of Provident Fund,
Employee State
Insurance Scheme and Labour
Welfare Fund Scheme are defined contribution plans.
to government
The contributions paid/payable
administered respective funds are recognised as an
expense in the Statement of Profit and loss during
the period in which the employee renders the related
service.
186
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
Defined benefit plan
A defined benefit plan is a post-employment benefit
plan other than a defined contribution plan.
The Company has an obligation towards gratuity,
a defined benefit retirement plan covering eligible
employees. The plan provides for a lump sum payment
to vested employees at retirement, death while in
employment or on termination of employment of an
amount based on the respective employee’s salary
and the tenure of employment. Vesting occurs upon
completion of five years of service. The Company
accounts for the liability for gratuity benefits payable
in future based on an independent actuarial valuation
report using the projected unit credit method as at the
year end.
The obligations are measured at the present value of
the estimated future cash flows. The discount rate is
generally based upon the market yields available on
Government bonds at the reporting date with a term
that matches that of the liabilities.
Re-measurements, comprising actuarial gains and
losses, the effect of the changes to the asset ceiling
(if applicable) and the return on plan assets (excluding
interest and if applicable), is reflected immediately in
Other Comprehensive Income in the statement of profit
and loss. All other expenses related to defined benefit
plans are recognised in statement of profit and loss
as employee benefit expenses. Re-measurements
recognised
Income will
in Other Comprehensive
not be reclassified to statement of profit and loss
hence it is treated as part of retained earnings in the
statement of changes in equity. Gains or losses on the
curtailment or settlement of any defined benefit plan
are recognised when the curtailment or settlement
occurs. Curtailment gains and losses are accounted
for as past service costs.
Other long term employee benefits
As per the Company’s policy, eligible leaves can be
accumulated by the employees and carried forward to
future periods to either be utilised during the service,
or encashed. Encashment can be made during
the service, on early retirement, on withdrawal of
scheme, at resignation by employee and upon death
of employee. The scale of benefits is determined
based on the seniority and the respective employee’s
salary. The Company records an obligation for such
compensated absences in the period in which the
employee renders the services that increase this
entitlement. The obligation is measured on the basis
of independent actuarial valuation using the projected
unit credit method.
Employees Share Based Payment
(including senior executives) of
Employees
the
Company receive component of remuneration in the
form of sharebased payment transactions, whereby
employees render services as consideration for equity
instruments (equity-settled transactions).
The cost of equity-settled transactions is determined
by the fair value at the date when the grant is made
using an appropriate valuation model.
That cost is recognised, together with a corresponding
increase in share-based payment (SBP) reserves in
equity, over the period in which the performance and/
or service conditions are fulfilled in employee benefits
expense. The cumulative expense recognised for
equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the
vesting period has expired and the Company’s best
estimate of the number of equity instruments that will
ultimately vest. The expense or credit in statement of
profit and loss for a period represents the movement
in cumulative expense recognised as at the beginning
and end of that period and is recognised in employee
benefits expense.
When the terms of an equity-settled award are modified,
the minimum expense recognised is the expense had
the terms had not been modified, if the original terms of
the award are met. An additional expense is recognised
for any modification that increases the total fair value of
the share-based payment transaction, or is otherwise
beneficial to the employee as measured at the date
of modification. Where an award is cancelled by the
entity or by the counterparty, any remaining element
of the fair value of the award is expensed immediately
through profit or loss.
The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted
earnings per share.
Expense relating to options granted to employees of
the subsidiaries under the Company’s share-based
payment plan, is cross charged for their share of the
ESOP cost by equity settlement.
l)
Provisions
General
Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
187
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation.
When the Company expects some or all of a provision
to be reimbursed, the reimbursement is recognised as
a separate asset, but only when the reimbursement is
virtually certain.
The expense relating to a provision is presented in the
statement of profit and loss, net of any reimbursement.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. The unwinding of discount is recognised in the
statement of profit and loss as a finance cost.
Provisions are reviewed at the end of each reporting
period and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of resources
would be required to settle the obligation, the provision
is reversed.
m) Financial instruments
A financial instrument is a contract that gives rise to
a financial asset for one entity and a financial liability
or equity instrument for another entity. Financial
assets and financial liabilities are recognised when
the Company becomes a party to the contractual
provisions of the instruments.
(i) Financial assets
Initial recognition and measurement
All Financial assets are recognized initially at
fair value, plus in case of financial assets not
recorded at fair value through profit or loss
(FVTPL), transaction costs that are attributable
to the acquisition of financial assets. However,
trade receivables that do not contain a significant
financing component are measured at transaction
price.
Subsequent measurement
For purposes of subsequent measurement,
financial assets are classified in three categories:
-
-
-
Financial Asset carried at amortised cost
Financial Asset at fair value through other
comprehensive income (FVTOCI)
Financial Asset at fair value through profit
and loss (FVTPL)
Financial asset carried at amortised cost
A financial asset
is subsequently measured at
amortised cost if it is held within a business model
188
whose objective is to hold the asset in order to collect
contractual cash flows and the contractual terms of
the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest
on the principal amount outstanding.
Financial asset at
comprehensive income (FVTOCI)
fair value
through other
A financial asset is subsequently measured at fair
value through other comprehensive income if it is held
within a business model whose objective is achieved
by both collecting contractual cash flows and selling
financial assets and the contractual terms of the
financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest
on the principal amount outstanding.
Financial asset at fair value through profit and loss
(FVTPL)
A financial asset which is not classified in any of the
above categories are subsequently fair valued through
profit or loss.
De-recognition
A financial asset (or, where applicable, a part of a
financial asset) is primarily derecognised (i.e. removed
from the Company’s Balance Sheet) when:
(i) The contractual rights to receive cash flows from
the asset has expired, or
(ii) The Company has transferred its contractual
rights to receive cash flows from the financial
asset or has assumed an obligation to pay the
in full without material
received cash flows
delay to a third party under a ‘pass-through’
arrangements and either (a) the Company has
transferred substantially all the risks and rewards
of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks
and rewards of the asset, but has transferred
control of the asset.
(ii) Financial liabilities
Initial recognition and measurement
liabilities are classified, at
Financial
initial
recognition, as financial liabilities at fair value
through profit or loss.
All financial liabilities are recognised initially at fair
value and, in the case of loans and borrowings and
payables, net of directly attributable transaction
costs. The Company’s financial liabilities include
borrowings, trade and other payables, security
deposits received etc.
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
Subsequent measurement
(v) Hedge Accounting
For purposes of subsequent measurement, financial
liabilities are classified in two categories:
-
-
Financial liabilities at amortised cost
Financial liabilities at fair value through profit and
loss (FVTPL)
A financial liability is classified as at FVTPL if it is
classified as held for trading, or it is a derivative or it
is designated as such as initial recognition. Financial
liabilities at FVTPL are measured at fair value and net
gains and losses, including any interest expense, are
recognised in the Statement of Profit and loss. Other
financial
liabilities are subsequently measured at
amortised cost using the effective interest method.
Interest expense is recognised in the Statement of
Profit and loss.
De-recognition
A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another
from the same lender on substantially different terms
or the terms of an existing liability are substantially
modified, such an exchange or modification is treated
as the de-recognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
statement of profit and loss.
(iii) Offsetting of financial instruments
Financial assets and financial liabilities are offset
and the net amount is reported in the balance
sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously
(iv) Derivative financial instruments
Till March 31, 2019, the Company used derivative
financial instruments, such as forward currency
contracts, to hedge its foreign currency risks.
Such derivative financial
instruments were
initially recognised at fair value on the date on
which a derivative contract is entered into and are
subsequently remeasured at fair value. Derivatives
are carried as financial assets when the fair value
is positive and as financial liabilities when the fair
value is negative. Any gains or losses arising from
changes in the fair value of derivatives are taken
directly to statement of profit and loss.
With effect from April 2019, the Company
adopted Hedge Accounting.The derivatives that
are designated as hedging instrument under
Ind AS 109 to mitigate risk arising out of foreign
currency transactions are accounted for as cash
flow hedges. The Company enters into hedging
instruments
in accordance with policies as
approved by the Board of Directors with written
principles which
is consistent with the risk
management strategy of the Company.
instruments are designated and
The hedge
documented as hedges at the inception of the contract.
The effectiveness of hedge instruments is assessed
and measured at inception and on an ongoing basis.
When a derivative is designated as a cash flow hedging
instrument, the effective portion of changes in the
fair value of the derivative is recognised in OCI, e.g.,
cash flow hedging reserve and accumulated in the
cash flow hedging reserve. Any ineffective portion of
changes in the fair value of the derivative is recognised
immediately in the statement of profit and loss. The
amount accumulated is retained in cash flow hedge
reserve and reclassified to profit or loss in the same
period or periods during which the hedged item affects
the statement of profit and loss.
If the hedging instrument no longer meets the criteria
for hedge accounting, then hedge accounting
is
discontinued prospectively. If the hedging instrument
is terminated or exercised prior to
its maturity/
contractual term, the cumulative gain or loss on the
hedging instrument recognised in cash flow hedging
reserve till the period the hedge was effective remains
in cash flow hedging reserve until the forecasted
loss
transaction occurs. The cumulative gain or
previously recognised in the cash flow hedging reserve
is reclassified to the Statement of Profit and Loss upon
the occurrence of the related forecasted transaction.
If the forecasted transaction is no longer expected
to occur, then the amount accumulated in cash flow
hedging reserve is reclassified immediately in the
statement of profit and loss.
n)
Impairment of financial assets
The Company measures the expected credit loss
associated with its assets based on historical trend,
industry practices and the business environment in
which the entity operates or any other appropriate
basis. The impairment methodology applied depends
189
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
on whether there has been a significant increases in
credit risk. Expected credit loss is the weighted average
of the difference between all contractual cash flows
that are due to the Company in accordance with the
contracts and all the cash flows that the Company
expects to receive, discounted at original effective
interest rate with the respective risk of defaults
occurring as the weights.
o)
Impairment of non-financial assets
The carrying amounts of the Company’s non-financial
assets, other than deferred tax assets, are reviewed at
the end of each reporting period to determine whether
there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount
is estimated.
The recoverable amount of an asset or cash-
generating unit (‘CGU’) is the greater of its value in use
or its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that
reflects current market assessments of the time value
of money and the risks specific to the asset or CGU. For
the purpose of impairment testing, assets that cannot
be tested individually are grouped together into the
smallest group of assets that generates cash inflows
from continuing use that are largely independent of
the cash inflows of other assets or groups of assets
(‘CGU’).
An impairment loss is recognised, if the carrying
amount of an asset or its CGU exceeds its estimated
recoverable amount and is recognised in statement of
profit and loss.
Impairment losses recognised in prior periods are
assessed at end of each reporting period for any
indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has
been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if
no impairment loss had been recognised.
p) Fair value measurement
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at
the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:
190
(a)
In the principal market for the asset or liability, or
(b)
In the absence of a principal market, in the most
advantageous market for the asset or liability
A fair value measurement of a non-financial asset
takes into account a market participant's ability to
generate economic benefits by using the asset in its
highest and best use or by selling it to another market
participant that would use the asset in its highest and
best use.
The Company uses valuation techniques that are
appropriate
in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active
markets for identical assets or liabilities
Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the
financial statements on a recurring basis, the Company
determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of
each reporting period.
q) Taxes
Current income tax
Current income tax assets and liabilities are measured
at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted
or substantively enacted, at the reporting date.
Current income tax relating to items recognised outside
profit or loss is recognised outside profit or loss (either
in other comprehensive income (OCI) or in equity).
Current tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity.
Management periodically evaluates positions taken
in the tax returns with respect to situations in which
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.
Current tax assets are offset against current tax
liabilities if, and only if, a legally enforceable right exists
to set off the recognised amounts and there is an
intention either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
Deferred tax
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax
assets are recognised to the extent that it is probable
that taxable profit will be available against which
the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses
can be utilised.
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date. Tax
relating to items recognised directly in equity/other
comprehensive income is recognised in respective
head and not in the statement of profit & loss.
The carrying amount of deferred tax assets is reviewed
at each balance sheet date and is adjusted to the extent
that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the asset to be
recovered.
Deferred tax assets and deferred tax liabilities are offset
if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred
taxes relate to the same taxable entity and the same
taxation authority.
Deferred tax relating to items recognised outside profit
or loss is recognised outside profit or loss (either in
other comprehensive income or in equity).
r)
Investment in subsidiaries
Investment in subsidiaries
is an option to measure
There
in
subsidiaries at cost in accordance with Ind AS 27 at
either:
investments
(a) Fair value on date of transition; or
(b) Previous GAAP carrying values
The Company had decided to use the previous
GAAP carrying values to value its investments in its
subsidiaries as on the date of transition, April 01, 2016.
s) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits
with an original maturity of three months or less, which
are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash balance on hand,
cash balance at banks and short-term deposits, as
defined above, net of outstanding bank overdrafts as
they are considered an integral part of the Company’s
cash management.
t)
Statement of Cash flows
The statement of cash flows have been prepared under
indirect method, whereby profit or loss is adjusted for
the effects of transactions of a non-cash nature, any
deferrals or accruals of past or future operating cash
receipts or payments and items of income or expense
associated with investing or financing cash flows.
u) Earnings per share (EPS)
In determining earnings per share, the Company
considers the net profit after tax and includes the
post-tax effect of any extraordinary items.
Basic EPS amounts are calculated by dividing the profit
for the year attributable to the shareholders of the
Company by the weighted average number of equity
shares outstanding as at the end of reporting period.
Diluted EPS amounts are calculated by dividing the
profit attributable to the shareholders of the Company
by the weighted average number of equity shares
outstanding during the year plus the weighted average
number of Equity shares that would be issued on
conversion of all the dilutive potential equity shares
into equity shares.
Dilutive potential equity shares are deemed converted
as of the beginning of the period, unless they have been
issued at a later date. A transaction is considered to
be antidilutive if its effect is to increase the amount of
EPS, either by lowering the share count or increase the
earnings.
191
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
v) Government grants
Grants from the government are recognised at their
fair value where there is reasonable assurance that the
grant will be received and the Company will comply
with all attached conditions.
Government grants relating to the purchase of
property, plant and equipment are included in non-
current liabilities as deferred income and are credited
to Profit and Loss on a straight - line basis over the
expected lives of related assets and presented within
other income.
w) Contingent liabilities and contingent assets
A contingent liability exists when there is a possible
but not probable obligation, or a present obligation
that may, but probably will not, require an outflow of
resources, or a present obligation whose amount
cannot be estimated reliably. Contingent liabilities
do not warrant provisions, but are disclosed unless
the possibility of outflow of resources is remote.
Contingent assets are neither recognised nor disclosed
in the financial statements. However, contingent assets
are assessed continually and if it is virtually certain that
an inflow of economic benefits will arise, the asset and
related income are recognised in the period in which
the change occurs.
x) Research & development costs
Research and development costs that are in nature
of tangible assets and are expected to generate
probable future economic benefits are capitalised as
tangible assets. Revenue expenditure on research and
development is charged to the statement of profit and
loss in the year in which it is incurred.
y) Exceptional items
When items of income and expense within statement
of profit and loss from ordinary activities are of such
size, nature or incidence that their disclosure is relevant
to explain the performance of the Company for the
period, the nature and amount of such material items
are disclosed separately as exceptional items.
192
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
4 PROPERTY, PLANT AND EQUIPMENT
Particulars
Land-
freehold
Land-
leasehold
Buildings
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Leasehold
improvements
Plant and
Equipment
Vehicles
Furniture
and
Fixtures
Gross carrying amount
As at April 01, 2021
Add: Additions made during the year
Less: (Disposals)/adjustments
during the year
As at March 31, 2022
Add: Additions made during the year
Less: (Disposals)/adjustments
during the year
As at March 31, 2023
Accumulated depreciation/
amortisation
As at April 01, 2021
Add: Depreciation charge for the year
Less: (Disposals)/adjustments
during the year
As at March 31, 2022
Add: Depreciation charge for the year
Less: (Disposals)/adjustments
during the year
As at Mar 31, 2023
Net carrying amount
As at March 31, 2023
As at March 31, 2022
1,829.72
-
(92.41)
580.32 3,930.54
21.61
-
38.53
92.41
601.47
-
(189.94)
9,185.61 1,046.93 1,119.73 18,294.32
912.82
(440.88)
16.61
- (127.10)
813.53
(123.83)
22.54
1,737.31
-
(113.24)
711.25 3,952.15
4.89
(103.10)
-
411.53 9,875.29 1,069.47 1,009.24 18,766.26
1,924.44
242.07
299.08
(477.53)
88.62
- (101.95)
1,289.78
(159.23)
1,624.07
711.25 3,853.95
710.61 11,005.84 1,311.54
995.91 20,213.17
-
-
-
-
3.32
7.82
-
714.16
153.12
-
287.42 3,484.50
689.66
(61.92)
86.12
(142.45)
462.48
97.87
-
493.86 5,445.74
1,164.50
129.90
(257.14)
(52.78)
11.14
8.19
867.28
151.67
(31.48)
231.09 4,112.24
788.38
(107.36)
65.49
560.35
117.51
570.99 6,353.09
1,230.88
(195.57)
99.64
(56.72)
-
19.34
987.47
296.59 4,793.26
677.86
613.91
7,388.40
1,624.07
1,737.31
691.91 2,866.49
700.11 3,084.87
414.03
180.43
6,212.58
5,763.06
633.69
509.12
382.02 12,824.77
438.25 12,413.17
For Information on Property, plant and equipment pledged as security by the Company refer Note 21 & 22
a)
b) The above property, plant and equipment includes assets given on lease given in the below table:
As at March 31, 2023
Gross carrying amount
Accumulated depreciation
Net carrying amount
As at March 31, 2022
Gross carrying amount
Accumulated depreciation
Net carrying amount
5 CAPITAL WORK IN PROGRESS
Balance at the beginning of the year
Add: Addition made during the year
Less: (Disposals)/adjustments during the year
Balance at the end of the year
Plant and
Equipment
Furniture and
Fixtures
27.77
22.09
5.68
27.77
21.64
6.13
21.22
19.68
1.54
21.22
18.20
3.02
Total
48.99
41.77
7.22
48.99
39.84
9.15
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
41.63
-
(41.63)
-
As At
March 31, 2023
-
691.69
-
691.69
193
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
a) Breakup of capital work in progress is as follows:
Building
Furniture and fittings
Plant and machinery
b) Ageing schedule of CWIP as at March 31, 2023:
Particulars
Projects in progress
Projects temporarily suspended
Ageing schedule of CWIP as at March 31, 2022:
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
658.21
0.99
32.49
691.69
-
-
-
-
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Amount in CWIP for a period of
Less than
1 year
691.69
-
1-2 years
2-3 years
-
-
-
-
More than
3 years
-
-
691.69
Particulars
Projects in progress
Projects temporarily suspended
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Amount in CWIP for a period of
Less than
1 year
-
-
1-2 years
2-3 years
-
-
-
-
More than
3 years
-
-
-
-
c) There are no capital-work-in progress as at March 31, 2023 and as at March 31, 2022 whose completion is overdue or has
exceeded its cost as compared to its original plan.
6 INVESTMENT PROPERTIES
Land freehold Land leasehold
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Building
Gross carrying amount
(At Deemed cost)
As at April 01, 2021
Add: Additions made during the year
Less: Disposals/adjustments during the year
As at March 31, 2022
Add: Additions made during the year
Less: Disposals/adjustments during the year
As at March 31, 2023
Accumulated depreciation and amortisation
As at April 01, 2021
Add: Depreciation & amortisation charge for the year
Less: Disposals/adjustments during the year
As at March 31, 2022
Add: Depreciation & amortisation charge for the year
Less: Disposals/adjustments during the year
As at Mar 31, 2023
194
1,838.36
60.39
23.07
1,875.68
24.73
-
1,900.41
-
-
-
-
-
-
10.36
-
10.36
0.00
-
-
0.00
-
-
-
-
-
-
4,611.74
6,460.46
-
129.65
4,482.09
-
153.87
4,328.22
405.86
82.20
34.76
453.30
79.56
40.28
492.58
60.39
163.08
6,357.77
24.73
153.87
6,228.63
405.86
82.20
34.76
453.30
79.56
40.28
492.58
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
Land freehold Land leasehold
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Building
Net carrying amount
As at Mar 31, 2023
As at March 31, 2022
1,900.41
1,875.68
0.00
0.00
3,835.64
4,028.80
5,736.06
5,904.48
For the year ended
March 31, 2023
For the year ended
March 31, 2022
a) Amounts recognised in Statement of Profit and Loss for investment
properties
Rental Income
Less : Direct operating expenses of property that generated rental income
Less : Direct operating expenses of property that did not generated rental
income
Income arising from Investment properties before charging depreciation
Less : Depreciation & amortisation
Income from Investment properties (net)
b) Fair value of investment properties
Estimation of fair value
774.49
(69.17)
-
705.33
(79.56)
625.77
769.38
(47.44)
(0.75)
721.19
(82.20)
638.99
11,560.52
11,213.29
The fair valuation is based on current prices in the active market for similar properties. The main inputs used are quantum, area,
location, demand, restrictive entry to the complex, age of building and trend of fair market rent.
This valuation is based on valuations performed by an accredited independent valuer. Fair valuation is based on replacement
cost method. The fair value measurement is categorised in level 2 fair value hierarchy.
7 OTHER INTANGIBLE ASSETS
Particulars
Gross carrying amount
As at April 01, 2021
Add: Additions during the year
Less: (Disposals) / adjustments during the year
As at March 31, 2022
Add: Additions during the year
Less: Disposals / adjustments during the year
As at March 31, 2023
Accumulated amortisation
As at April 01, 2021
Add: Amortisation charge for the year
Less: (Disposals) / adjustments during the year
As at March 31, 2022
Add: Amortisation charge for the year
Less: On disposals / adjustments during the year
As at March 31, 2023
Net carrying amount
As at March 31, 2023
As at March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Computer
Software
274.31
48.53
-
322.84
139.61
18.30
444.15
220.24
30.53
250.77
37.61
0.44
287.94
156.19
72.06
274.31
48.53
-
322.84
139.61
18.30
444.15
220.24
30.53
250.77
37.61
0.44
287.94
156.19
72.06
195
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
8 INVESTMENT IN SUBSIDIARIES
Non- Current -- unquoted, fully paid up
Investments in equity instruments
A)
(At Cost)
Pearl Global (HK) Limited
1610000 (March 31, 2022: 1610000) Equity Shares of USD 1
each fully paid up
Pearl Global Fareast Limited
1195000 (March 31, 2022: 1195000) Equity Shares of USD 1
Each fully paid up
Norp Knit Industries Limited
3381211 (March 31, 2022: 3381211) Equity Shares of Taka 100
Each fully paid up
Pearl Global USA Inc.
301000 (March 31, 2022: 1000) Equity Shares of USD 1 each
fully paid up
Pearl Apparel Fashions Limited
Nil (March 31, 2022 27639145) Equity Shares of
` 10 each fully paid up
Less: Provision for diminution in value of Investments
Pearl Global Kaushal Vikas Limited
50000 (March 31, 2022: 50000) Equity Shares of ` 10 each fully
paid up
SBUYS E-commerce Limited
10000 (March 31, 2022: 10000) Equity Shares of ` 10 each fully
paid up
Sead Apparels Private limited
10000 (March 31, 2022: Nil) Equity Shares of `10 each fully paid
up
B) Equity Component : Corporate Guarantee
Pearl Global (HK) Limited
Norp Knit Industries Limited
C) Equity Component : Employee Stock Option Plan (ESOP)
(Refer Note 52)
Pearl Global (HK) Limited
Pearl Global Vietnam Co Limited
P.T. Pinnacle Apparels
Norp Knit Industries Limited
Aggregate value of unquoted investments
i)
ii) Aggregate amount of impairment in value of unquoted
investments
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
5,932.20
5,932.20
3,283.39
3,283.39
2,201.64
2,201.64
239.42
0.76
1,648.35
-
(1,648.35)
5.00
1.00
1.00
39.47
-
4.71
22.93
29.84
58.11
11,818.71
11,818.71
-
-
5.00
1.00
-
299.70
37.34
-
-
-
-
11,761.04
13,409.38
1,648.35
11,761.04
iii) Aggregate value of unquoted investments (net of
11,818.71
impairment)
196
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
a)
Information about subsidiaries
Name of Company
Country of
incorporation
Principal
activities
(All amounts are in ` Lakhs, unless otherwise stated)
Proportion (%) of equity interest
As At
March 31, 2023
As At
March 31, 2022
Subsidiaries
Pearl Global (HK) Limited
Pearl Global Fareast Limited
Norp Knit Industries Limited
Hong Kong
Hong Kong
Bangladesh
Pearl Global USA Inc.
Pearl Apparel Fashions Limited
Pearl Global Kaushal Vikas Limited
SBUYS E-Commerce Limited
USA
India
India
India
Sead Apparels Private Limited
India
Trading of garments
Trading of garments
Manufacturing and
trading of garments
Trading of garments
Trading of garments
Skill Development
Online trading of
garments.
Manufacturing and
trading of garments
100.00
100.00
99.99
100.00
-
100.00
100.00
100.00
100.00
100.00
99.99
100.00
100.00
100.00
100.00
NA
b) During the year, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company has gone into voluntary
liquidation. The NCLT order has been received on December 16, 2022 and the said subsidiary company has been liquidated.
Accordingly, the Company has written off its investment in aforesaid subsidiary and provision for diminution on investment
has been written back amount to ` 1648.35 Lakhs
c) During the year, the Company has made investment of ` 1.00 Lakh in newly incorporated wholly owned subsidiary (WOS)
“Sead Apparels Private Limited”.
d) The number of shares in note above represents absolute numbers.
9 INVESTMENTS OTHERS
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Non- Current
A. Equity Instruments- Quoted
(At Fair value through profit and loss)
PDS Limited
250000, Equity Shares of ` 2 each fully paid up (March 31, 2022 : 50000, Equity
Shares of ` 10 each fully paid up)
B.
Investments in Government securities -Unquoted
(At Amortised cost)
Gold Sovereign Bond- 37 units of 2 gram each issued by Reserve Bank of India
Total (A + B)
Current
C.
Investments in mutual funds - (Quoted)
Investments carried at fair value through profit and loss
ICICI Prudential Short Term Fund DP Growth
536068.057 units of Face Value of ` 10 per unit (March 31, 2022: 536068.057
units)
830.37
873.50
830.37
873.50
1.63
1.63
832.00
1.63
1.63
875.13
291.45
273.64
197
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Bandhan Banking and PSU debt fund direct plan - growth
(Erstwhile IDFC Banking and PSU debt fund direct plan - growth)
1267806.9250 units of Face Value of ` 10 per unit (March 31, 2022:
1267806.9250 units)
a) Aggregate book value of quoted investments
b) Aggregate market value of quoted investments
c) Aggregate value of unquoted investments
d) Aggregate value of unquoted investments (net of impairment)
e) The number of units and number of shares in note above represents
absolute numbers.
10 LOANS
270.71
258.62
562.16
1,392.53
1,392.53
1.63
1.63
532.26
1,405.76
1,405.76
1.63
1.63
(Unsecured, considered good unless
otherwise stated)
Loans to employees
Loans Receivables considered good –
Unsecured
Loans to related parties (refer note no. 47)
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
11.60
-
11.60
5.38
-
5.38
72.65
346.66
419.31
35.98
-
35.98
a) The company has no loans which have significant increase in credit risk and loans which are credit impaired. (Refer Note
No. 44)
b) Details of Loans or Advances granted to promoters, directors, KMPs and the related parties :
Type of Borrower
As At March 31, 2023
As At March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
Amount of Loan
or Advance in
the nature of loan
outstanding
Percentage to
Total Loan and
Advances in the
nature of Loan
Amount of Loan
or Advance in
the nature of loan
outstanding
Percentage to Total
Loan and Advances
in the nature of
Loan
50.00
50.00
246.66
11.60%
11.60%
57.24%
-
-
-
-
-
-
Director
KMP
Related Parties
Note : For loans given to Director and KMP, the interest rate is higher than the prevailing yield of Government security
closest to the tenor of the loan. The loan facilities are made available by the Company to all of its employees.
198
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
11 OTHER FINANCIAL ASSETS
(Unsecured, considered good unless otherwise stated)
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
Security deposits
631.75
603.06
Interest accrued but not due on
- Term deposits and others
- Loan to related parties
Deposits with original maturity of more
than 12 months (Refer note 18)
Financial assets at Fair Value through OCI
- Cash Flow Hedge
Other receivables
Note :
9.12
-
43.98
-
-
684.85
5.95
-
43.98
-
-
652.98
10.67
70.40
3.51
-
16.21
40.09
-
-
-
406.69
13.46
98.04
30.34
493.32
a) Other receivables of ` 13.46 Lakhs represents claim receivables from vendors (March 31, 2022 : ` 30.34 Lakhs represents
claim receivables from vendors of ` 3.66 Lakhs and amount receivable from banks on hedged instruments of ` 26.68 Lakhs)
12 INCOME TAX
The major components of income tax expense for the years ended March 31, 2023 and March 31, 2022 are:
Statement of profit and loss:
Profit or loss section
Tax Expense:
a) Current tax
b) Adjustments in respect of relating to earlier years
c) Deferred tax
Income tax expense reported in the statement of profit or loss
OCI section
Deferred tax related to items recognised in OCI during the year:
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
951.58
1.61
(167.79)
785.40
397.95
-
496.86
894.80
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Net loss/(gain) on remeasurements of defined benefit plans
Income tax on items that will be reclassified subsequently to statement of profit
and loss
Income tax charged to OCI
(13.43)
149.87
(20.48)
(105.46)
136.44
(125.95)
199
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
a) Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2023 and
March 31, 2022.
Accounting profit before tax from continuing operations
6,167.05
3,610.59
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Accounting profit before income tax
At India’s statutory income tax rate of 25.168% (March 31, 2022 : 25.168%)
Adjustments in respect of current income tax of previous years
MAT Change
Change in B/f lossees
Tax effect of the amounts which are Non-deductible/(taxable) for tax
purposes:
Expenses not deducted for tax purposes
Impact of charging tax at lower rate on capital gain income
Loss on sale of investment in subsidiary
Income exempted from income tax
Impact of tax at different tax rate and Others
At the income tax rate of 25.168 % (March 31, 2022: 25.168%)
Income tax expense reported in the statement of profit and loss
b) Deferred tax:
1,552.12
1.61
-
-
749.68
(282.91)
(832.27)
(391.05)
(11.78)
785.40
785.40
908.71
-
76.85
(54.68)
35.57
-
-
(99.35)
27.70
894.80
894.80
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
440.91
85.58
322.52
885.93
76.42
16.88
(A)
1,828.24
943.00
756.06
25.66
3.00
28.56
1,756.29
71.95
349.69
191.69
255.61
638.98
(102.36)
5.97
1,339.59
990.52
546.52
17.11
1.99
15.72
1,571.86
(232.27)
Deferred tax assets relates to the following:
Provision for employee benefits
Expenses allowed in the year of payment
Unabsorbed Losses
Lease Liabilities
Mark to Mark Forward Contracts - Cash Flow Hedge
Others
Deferred tax liability relates to the following:
Property, plant and equipment
Right to use assets
Fair valuation of mutual fund
Borrowing (EIR)
Others
Total deferred tax assets/(liabilities) (Net)
(B)
(A-B)
200
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
c) The movement between net deferred tax assets /(liabilities) is as under :
Deferred tax assets relates to the
following:
Provision for employee benefits
Expenses allowed in the year of
payment
Unabsorbed Losses
Lease Liabilities
Mark to Mark Forward Contracts -
Cash Flow Hedge
Others
Deferred tax liability relates to
the following:
Property, plant and equipment
Right to use assets
Fair valuation of mutual fund
Borrowing (EIR)
Others
Total deferred tax assets/
(liabilities) (Net)
As At
April 01, 2022
349.69
191.69
255.61
638.98
(102.36)
5.97
1,339.59
990.52
546.52
17.11
1.99
15.72
1,571.86
(232.27)
As At
April 01, 2021
Deferred tax assets relates to the
following:
Provision for employee benefits
Expenses allowed in the year of
payment
Unabsorbed Losses
Lease Liabilities
Mark to Mark Forward Contracts -
Cash Flow Hedge
Others
Deferred tax liability relates to
the following:
Property, plant and equipment
Right to use assets
395.70
219.67
764.67
1,003.94
3.85
100.85
2,488.68
1,227.05
905.82
Adjusted
against
current tax
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31,
2023
Recognised
in Statement
of Profit and
Loss
Recognised
in Statement
of other
Comprehensive
Income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
104.65
(106.11)
66.91
246.96
28.91
10.91
352.22
(47.51)
209.55
8.55
1.01
12.83
184.42
167.79
(13.43)
-
-
-
149.87
136.44
-
-
-
-
-
-
136.44
440.91
85.58
322.52
885.93
76.42
16.88
1,828.24
943.00
756.06
25.66
3.00
28.56
1,756.29
71.95
Adjusted
against
current tax
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31,
2022
Recognised
in Statement
of Profit and
Loss
Recognised
in Statement
of Other
Comprehensive
Income
-
-
-
-
-
-
-
-
-
(25.53)
(27.98)
(509.06)
(364.96)
(0.74)
(20.48)
-
-
-
(105.46)
349.69
191.69
255.61
638.98
(102.36)
(94.88)
(1,023.16)
-
(125.94)
5.97
1,339.59
(236.53)
(359.30)
-
-
990.52
546.52
201
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
As At
April 01, 2021
17.55
4.06
20.51
2,175.00
76.85
390.53
Fair valuation of mutual fund
Borrowing (EIR)
Others
MAT Credit Entitlement
Total deferred tax assets/
(liabilities) (Net)
Adjusted
against
current tax
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31,
2022
Recognised
in Statement
of Profit and
Loss
Recognised
in Statement
of Other
Comprehensive
Income
-
-
-
-
-
(125.94)
17.11
1.99
15.72
1,571.86
-
(232.27)
-
-
-
-
-
-
(0.44)
(2.07)
(4.79)
(603.15)
(76.85)
(496.85)
d) The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets
and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same
tax authority.
13 NON CURRENT TAX ASSET
Advance income tax
(Net of provision of ` 1,685.98 Lakhs (March 31, 2022 : ` 1,685.98 Lakhs)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
567.72
As At
March 31, 2023
518.66
518.66
567.72
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
96.94
-
22.74
(22.74)
-
39.54
-
-
-
-
12.61
-
22.74
(22.74)
1.84
7.70
-
-
-
30.32
136.48
52.46
-
2,028.85
57.51
2,812.06
-
-
10.26
593.46
1873.36
50.94
2,351.58
2,803.56
(2,651.70)
7,060.31
-
-
-
461.93
3,539.74
121.59
435.13
3,307.46
(153.28)
10,582.14
14 OTHER ASSETS
Capital advances (Refer Note No. 46b)
Balance with government authorities -
considered good
Balance with government authorities -
considered doubtful
Less: Loss Allowance
Deferred Assets - Security Deposit
Prepaid expenses
Export incentive receivable
Advances to related parties
(Refer note no. 47)
Advances to suppliers
Other receivables
Less: Loss Allowance
202
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
a) Other Receivables of ` 2803.56 Lakhs (March 31, 2022 ` 3307.46 Lakhs) includes enhanced compensation of ` 2,335.15
Lakhs receivable by the Company from National Highways Authority of India pursuant to land acquisition by the Central
Government under National Highways Act, 1956 (Refer note 37). Also, it includes expenditure recoverable from Jharkhand
State Livelihood Promotion Society (Ministry of Rural Development) regarding Project cost component for skilling
candidates in state of Jharkhand of ` 304.35 Lakhs (March 31, 2022 : ` 298.11 Lakhs). Further, it includes ` 66.78 Lakhs
of GST receivables not claimed in returns (March 31, 2022 : ` 615.98 Lakhs), Workers advance of ` Nil (March 31, 2022 :
` 19.76 Lakhs) and ` 97.28 Lakhs receivable from gratuity trust for disbursements made to employees (March 31, 2022 :
` 38.46 Lakhs).
15 INVENTORIES
Raw materials
Good in transit- raw materials
Work in progress
Finished goods
Scrap Stock
Stores spares & others
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
12,858.83
243.35
5,142.30
3,825.43
41.82
67.36
22,179.09
As At
March 31, 2023
5,974.66
29.39
5,018.42
2,417.75
48.81
73.96
13,562.99
a) Refer note 22 for information on above assets being pledged as security by the Company.
16 TRADE RECEIVABLES
Trade receivables considered good - secured
Trade receivables considered good - unsecured
Trade receivables - credit impaired
Less: Allowance for Expected Credit Loss
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
-
11,591.48
572.61
(572.61)
11,591.48
As At
March 31, 2023
-
11,040.37
-
11,040.37
a) Trade receivables ageing schedule as at March 31, 2023:
Particulars
Outstanding for following periods from due date of payment
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Not due Less than
6 months
6 months
-1 year
1-2 years 2-3 years
More
than 3
years
(i) Undisputed Trade receivables
10,746.59
290.65
0.99
0.22
1.92
- 11,040.37
– considered good
(ii) Undisputed Trade Receivables
– which have significant
increase in credit risk
(iii) Undisputed Trade Receivables
– credit impaired
(iv) Dispute Trade Receivables
considered good
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
203
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
Outstanding for following periods from due date of payment
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Not due Less than
6 months
6 months
-1 year
1-2 years 2-3 years
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
More
than 3
years
-
-
-
-
-
-
(v) Disputed Trade Receivables
which have significant
increase in credit risk
(vi) Disputed Trade Receivables –
credit impaired
Less: Allowances for expected
credit loss
Net Trade receivables
10,746.59
290.65
0.99
0.22
1.92
- 11,040.37
b) Trade receivables ageing schedule as at March 31, 2022
Particulars
Outstanding for following periods from due date of payment
Total
Not due Less than
6 months
6 months
-1 year
1-2 years 2-3 years
More
than 3
years
(i) Undisputed Trade receivables
7,799.55
3,779.88
5.78
2.87
3.41
- 11,591.48
– considered good
(ii) Undisputed Trade Receivables
– which have significant
increase in credit risk
(iii) Undisputed Trade Receivables
– credit impaired
(iv) Dispute Trade Receivables
considered good
(v) Disputed Trade Receivables
which have significant
increase in credit risk
(vi) Disputed Trade Receivables –
credit impaired
Less: Allowances for expected
credit loss
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
572.61
572.61
-
-
-
-
-
-
(572.61)
(572.61)
Net Trade receivables
7,799.55 3,779.88
5.78
2.87
3.41
- 11,591.48
c) The movement in the allowance for expected credit loss allowance is as follows:
Balance as at beginning of the year
Loss allowances during the year
Trade receivables written off / written back during the year
Balance as at the end of the year
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
572.61
-
(572.61)
-
656.18
-
(83.57)
572.61
d) Trade receivables are generally on terms of 45- 60 days (March 31, 2022: 45-60 days).
e) The company’s exposure to credit and currency risk, and loss allowances related to trade receivables are disclosed in note
44.
204
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
f)
The above includes amount due from related parties is ` 3,526.97 Lakhs (March 31, 2022: ` 5,477.78 Lakhs) (Refer note no.
47).
g) No trade or other receivables are due from directors and other officers of the Company either severally or jointly with any
other persons.
17 CASH AND CASH EQUIVALENTS
Balances with banks:
- Current account
- Deposits with original maturity of less than 3 months
Cash on hand
Cheque/drafts on hand
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
4,425.43
2,288.71
13.39
13.24
6,740.76
3,980.45
315.15
5.91
20.53
4,322.04
a)
For the purpose of the statement of cash flow, the cash and cash equivalent are same given above.
18 BANK BALANCES OTHER THAN CASH & CASH EQUIVALENTS
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Earmarked balances with banks
Unpaid dividend account
Deposits with original maturity of more than 3 months but less than 12 months
(Refer note (a) below)
Deposits with original maturity of more than 12 months (Refer note (a) below)
Less: Amount disclosed under “Other Financial Assets” (Refer Note No.11)
28.09
2,169.40
43.98
2,241.47
43.98
2,197.49
26.24
2,111.40
43.98
2,181.62
43.98
2,137.64
a) Refer note 21 & 22 for information on above assets being pledged as security by the Company.
b) The bank has created as lien/charge on any amount kept by the borrower time to time with the bank as term deposit and
other deposit maximum upto ` 843.41 Lakhs for Letter of credit issued for the Company.
19 SHARE CAPITAL
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Authorised
51440000* (March 31, 2022: 51440000*) equity shares of ` 10 each
10000* (March 31, 2022: 10000*) 4% Non Cumulative Redeemable Preference
Shares of ` 10 each
3256000* (March 31, 2022: 3256000*) 10.5% Non-Cumulative Redeemable
Preference Shares of ` 100 each
Issued, subscribed and paid up
21663937* (March 31, 2022: 21663937*) Equity Shares of ` 10 each fully paid up
* Number of Shares are given in absolute numbers.
5,144.00
1.00
5,144.00
1.00
3,256.00
3,256.00
8,401.00
8,401.00
2,166.39
2,166.39
2,166.39
2,166.39
205
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
a) Reconciliation of issued and subscribed share capital:
Equity Share of ` 10 each
Balance as at April 1, 2021
Changes during the year
Balance as at March 31, 2022
Changes during the year
Balance as at March 31, 2023
b) Terms/ rights attached to equity shares:
(All amounts are in ` Lakhs, unless otherwise stated)
Amount
No. of shares
2,16,63,937
-
2,16,63,937
-
2,16,63,937
2,166.39
-
2,166.39
-
2,166.39
The company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is
entitled to one vote per share. The company declares and pays dividends in Indian rupees. The final dividend proposed by
the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of
liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the
shareholders. During the year, the Company had declared and paid First interim dividend of ` 2.5/- per share for 2022-23
for distribution to shareholders. Subsequent to the balance sheet date, the Board of Directors has declared second interim
dividend of ` 5/- per share for FY 2022-23 for distribution to its shareholders.
c) Details of shareholders holding more than 5% shares in the Company
Name of Shareholder
As at March 31, 2023
As at March 31, 2022
Mrs. Payel Seth
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mr. Sanjiv Dhireshbhai Shah
Total
d) Details of Promotor’s shareholding:
No. of shares
44,13,635
28,62,145
69,47,621
17,16,282
1,59,39,683
% of total shares
20.37
13.21
32.07
7.92
73.57
No. of shares
44,13,635
28,62,145
69,47,621
17,61,979
1,59,85,380
% of total shares
20.37
13.21
32.07
8.13
73.78
Name of Shareholder
As at March 31, 2023
As at March 31, 2022
Mrs. Payel Seth
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mrs. Shifalli Seth
Nim International Commerce LLP
Total
No. of shares
44,13,635
28,62,145
69,47,621
2,01,478
30
1,44,24,909
% of total
shares
20.37
13.21
32.07
0.93
0.00
66.58
No. of shares
44,13,635
28,62,145
69,47,621
2,01,478
30
1,44,24,909
% of total
shares
20.37
13.21
32.07
0.93
0.00
66.58
% change
during the year
-
-
-
-
-
(All amounts are in ` Lakhs, unless otherwise stated)
Name of Shareholder
As at March 31, 2022
As at March 31, 2021
Mrs. Payel Seth
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mrs. Shifalli Seth
Nim International Commerce LLP
Total
No. of shares
44,13,635
28,62,145
69,47,621
2,01,478
30
1,44,24,909
Holding % No. of shares
44,13,635
28,62,145
69,47,621
2,01,478
30
1,44,24,909
20.37
13.21
32.07
0.93
0.00
66.58
Holding %
20.37
13.21
32.07
0.93
0.00
66.58
% change
during the year
-
-
-
-
-
206
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
20 OTHER EQUITY
General reserve
Securities premium
Capital redemption reserve
Amalgamation reserve
Retained earnings
Share Based Payment Reserve
Cash Flow Hedge Reserve (Net of tax of ` (48.26) Lakhs (March 31, 2022 : `
101.61 Lakhs)
Foreign currency translation reserve
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
4,204.36
17,103.90
95.00
625.95
9,949.62
-
305.08
As At
March 31, 2023
4,204.36
17,103.90
95.00
625.95
13,746.39
259.51
(140.51)
25.00
35,919.60
(102.24)
32,181.67
I.
For Movement during the period in Other Equity, refer “Statement of Changes in Equity”.
II. Nature and purpose of reserves
a) General reserve
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
4,204.36
4,204.36
The company has transferred a portion of the net profit of the Company before declaring dividend to general reserve
pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the
Companies Act, 2013.
b) Securities Premium
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
17,103.90
17,103.90
The amount received in excess of face value of the equity shares is recognised in securities premium. The reserve will be
utilised in accordance with the provisions of the Companies Act, 2013.
c) Capital Redemption Reserve
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
95.00
95.00
This Reserve has been created at the time of merger of other companies in earlier years in accordance with the provisions
of the Companies Act, 2013.
d) Amalgamation Reserve
Balance as at beginning/ end of the year
625.95
625.95
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
207
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
This Reserve has been created at the time of amalgamation of other companies in earlier years in accordance with the
provisions of the Companies Act, 2013.
e) Retained Earnings
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
13,746.39
9,949.62
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or
other distributions paid to shareholders. Out of the above, reserve on account of revaluation of assets of ` 404.77 Lakhs
(March 31, 2022: ` 402.39 Lakhs) is not available for distribution. During the year, the Company has paid dividend of
` 1624.80 Lakhs, out of which ` 1083.20 Lakhs pertains to FY 21-22 and ` 541.60 Lakhs for the 2022-23.
f)
Share Based Payment Reserve
Balance as at beginning/ end of the year
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
259.51
-
The fair value of equity settled share based payment transactions with employees of the Company / subsidiary company
is recognised in share based payment reserve.
g) Cash Flow Hedge Reserve
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
(140.51)
305.08
This reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated
portion of hedging instruments entered into for cash flow hedges. This reserve will be reclassified to statement of profit
and loss only when the hedged transaction affects the profit or loss.
h) Foreign Currency Translation Reserve
Balance as at beginning/ end of the year
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
25.00
(102.24)
The exchange differences arising from the translation of financial statements of foreign operations is recognised in other
comprehensive income and is presented within equity.
21 LONG TERM BORROWINGS
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
From banks (secured)
- Corporate loan [refer note A(i) to A(v)
5,716.06
8,254.69
2,342.01
2,457.55
below]
- Vehicle loans [refer note A(vi) below]
61.48
78.82
46.44
37.52
208
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
-
-
5,777.53
8,333.50
-
-
-
2,388.45
2,388.45
64.85
2,559.92
2,559.92
5,777.53
8,333.50
-
-
From financials institutional (secured)
- Vehicle loans [refer note A(vi) below]
Less: Amount disclosed under other
financial liabilities as ‘Short term
borrowings’ (refer note 22)
A) Nature of Securities :
i)
Term loan from Kotak Mahindra Bank is secured by lien marked on investments in debt mutual funds and personal
guarantee of Mr. Pulkit Seth (Promoter Director).
ii) Term loan from IndusInd Bank is secured by fixed deposit of ` 83.00 Lakhs (March 31, 2022 : ` 312.32 Lakhs)
iii) Term loan from Union Bank of India (erstwhile Andhra Bank) is secured by fixed deposit of ` 106.33 Lakhs (March 31,
2022 : ` 101.67 Lakhs)
iv) Term loans from HDFC Bank are secured by charge over assets financed by term Loan, Immovable Properties of
the Company situated at (i) Plot No. 51, Sector 32, Gurgaon & (ii) Plot No. 446, Udyog Vihar, Phase IV, Gurgaon and
Personal Guarantee of Mr. Pulkit Seth (Promoter Director).
v)
Emergency credit line guaranteed scheme facilities are secured by second charge over securities provided for base
credit facility, except personal guarantees.
vi) Vehicle Loans are secured by hypothecation over the vehicle financed by respective loan.
B) Vehicle loans are secured against hypothecation of respective vehicles.
Maturity profile of secured term loans is as set out
below :
Term loan from banks are repayable in monthly/
quarterly/yearly instalments
Vehicle loans from banks and financial institutions are
repayable in monthly installments
2023-24
2024-25
2025-26
Beyond
2025-26
Total
2,342.01
2,626.98
2,020.23
1,068.84
8,058.06
46.44
43.01
18.47
-
107.92
C) The above term loan(s) and vehicle loan(s) carries rate of interest ranging between 7.60% to 10.85% per annum. (March 31,
2022 : Between 7.40% to 10.30%)
22 SHORT TERM BORROWINGS
Working capital loan from banks (secured)
- Rupee loan [refer note A and B below]
Current Maturities of long term borrowings (Refer Note 21)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
12,469.57
2,388.45
14,858.02
15,074.52
2,559.92
17,634.44
A. Securities for Working Capital Facilities under Consortium Arrangement
i)
Primary Securities offered includes:
a)
First pari passu charge by way of hypothecation over entire movable fixed assets of company, except any assets
charged to any banks/financial institutions for securing term loans.
209
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
b) First Pari Passu Charge over entire currents assets of the borrower, both present and future, including but not
limited to stocks of raw materials, semi-finished and finished goods, book debts, loans and advances etc.
ii) Collateral Securities offered includes:
a)
First pari passu charge over Immoveable properties of the Company situated at (i) Plot No. 16/17, Udyog Vihar,
Phase VI, Gurgaon, (ii) Plot No. 751, Pace City-II, Sector 37, Gurgaon & (iii) Survey No. 30(P), 31(P), 32(P) & 262(P),
Melavalam & Arryapakkam Village, Madurantakam Taluk, Kancheepuram District, Tamil Nadu.
b) Principal amount of fixed deposits pledged amounting to ` 710.00 Lakhs (Closing Balance as on March 31, 2023
is ` 738.77 Lakhs) (March 31, 2022 : ` 713.61 Lakhs)
c)
Irrevocable and unconditional personal guarantee of Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit
Seth (Promoter Director).
B. Securities for Working Capital Facilities by HDFC Bank (Adhoc Outside Consortium)
a)
Exclusive charge over corporate office (Land & Building) situated in Gurgaon, Haryana.
C) For interest rate & liquidity risk related disclosures, (refer note 44).
D)
In respect of working capital loans, quarterly returns or statements of current assets filed by the Company with banks are
materially in agreement with the books of account.
23 OTHER FINANCIAL LIABILITIES
Security deposit
Interest accrued but not due on
borrowings
Unpaid dividends (Refer note below b)
Financial Liabilities at Fair Value through
OCI - Cash Flow Hedge
Creditors for capital goods
Others
Notes:
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
As At
March 31, 2023
107.03
-
As At
March 31, 2022
240.92
-
Current
As At
March 31, 2023
19.43
95.43
As At
March 31, 2022
6.51
93.59
-
-
-
-
107.03
-
-
-
-
240.92
28.09
303.62
124.27
34.34
605.17
26.24
-
92.90
16.08
235.32
a) The company’s exposure to currency and liquidity risk related to trade payables is disclosed in note 44.
b) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies
Act, 2013 as at the year end (March 31,2022: Nil)
c) Other payables of ` 34.34 Lakhs represents amount payable to banks on hedged instruments (March 31, 2022 : ` 16.08
Lakhs).
24 PROVISIONS
Provision for employee benefits
Provision for compensated absences
(Refer note 40)
Provision for gratuity (Refer note 40)
210
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
326.82
369.84
19.26
30.87
830.44
1,157.26
564.38
934.22
82.47
101.73
79.13
110.00
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
25 OTHER LIABILITIES
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
-
5.58
90.95
-
96.53
2,963.62
6.58
35.88
-
-
145.60
6.97
913.77
3,006.08
1,066.36
-
145.60
18.83
688.08
852.51
Advance received against sale of land
Deferred government grant
Deferred rental income
Statutory dues
26 TRADE PAYABLES
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Total Outstanding dues of Micro and Small enterprises
Total Outstanding dues of Creditors other than Micro and Small enterprises
744.87
11,850.25
12,595.12
663.71
17,219.96
17,883.67
a) Trade Payables ageing schedule as at March 31, 2023:
Particulars
Outstanding for following periods from due date of payment
Not due
Less than
1 year
1-2 years
2-3 years More than
3 years
(i) MSME
(ii) Others
742.65
2.22
-
8,056.76
3,391.40
27.11
(iii) Disputed dues — MSME
(iv) Disputed dues — Others
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Unbilled
dues
Total
-
744.87
374.98 11,850.25
-
-
-
-
b) Trade Payables ageing schedule as at March 31, 2022:
Particulars
Outstanding for following periods from due date of payment
(i) MSME
(ii) Others
Not due
Less than
1 year
482.99
180.72
15,087.05
1,611.90
(iii) Disputed dues — MSME
(iv) Disputed dues — Others
-
-
-
-
1-2 years
2-3 years More than
3 years
Unbilled
dues
Total
-
6.67
-
-
-
-
-
-
-
-
-
-
-
663.71
514.34
17,219.96
-
-
-
-
c) Trade payable are non- interest bearing and are generally on a credit period of not more than 90 days except in case
of Micro & Small Enterprises (if any) which are settled within 45 days.
d) This amount includes amount due to related parties amounting to ` 507.95 Lakhs (March 31, 2022: ` 2,099.24 Lakhs)
(Refer Note No. 47)
e) As per Schedule III of the Companies Act, 2013 and as certified by the Management, the amount due to Micro & Small
Enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006 is as under :
211
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
Details of dues to Micro and Small Enterprises as defined under MSMED Act, 2006
(i) The amount due thereon remaining unpaid to any supplier at the end
744.87
662.58
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
of each accounting year
-
-
Principal
Interest on above
(ii) The amount of interest paid by the buyer in terms of section 16 of the
Micro, Small and Medium Enterprises Development Act, 2006 (27 of
2006), along with the amount of the payment made to the supplier
beyond the appointed day during each accounting year.
(iii) The amount of interest due and payable for the period of delay in
making payment (which has been paid but beyond the appointed day
during the year) but without adding the interest specified under the
Micro, Small and Medium Enterprises Development Act, 2006.
(iv) The amount of interest accrued and remaining unpaid at the end of
each accounting year
(v) The amount of further interest remaining due and payable even in the
succeeding year, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance
as a deductible expenditure under section 23 of the MSMED Act 2006.
-
-
-
-
-
1.13
-
-
-
-
d) Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006”
is based on the information available with the Company regarding the status of registration of such vendors under
the said Act and as per the intimation received from them on requests made by the Company. There are no overdue
principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date except
disclosed above.
e) The company’s exposure to market and liquidity risk related to trade payables are disclosed in Note no. 44.
27 CURRENT TAX LIABILITIES (NET)
Provision for income tax
(Net of advance tax ` 765.11 Lakhs (March 31, 2022 : ` NIL)
28 REVENUE FROM OPERATIONS
Sale of product
Job receipts
Other operating revenues
Revenue from operations
212
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
-
As At
March 31, 2023
197.63
197.63
-
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
1,01,499.35
83.89
8,793.83
1,10,377.07
For the year ended
March 31, 2022
86,203.83
25.98
7,147.25
93,377.06
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
a) Performance obligation
Revenue is recognised upon transfer of control of products.
During the year, the Company has not entered into long term contracts with customers and accordingly disclosure of
unsatisfied or remaining performance obligation (which is affected by several factors like changes in scope of Contracts,
periodic revalidations, adjustment for revenue that has not been materialised, tax laws etc.) is not applicable to the
Company.
b) Disaggregation of revenue: The table below presents disaggregated revenues from contracts with customers on the basis
of geographical spread of the operations of the Company. The company believes that this disaggregation best depicts how
the nature, amount of revenues and cash flows are affected by market and other economic factors:
Revenue based on Geography
India
Outside India
Revenue from operations
Revenue based on Customer-wise
Related Party
Non – Related Party
Revenue From Operations
c) Reconciliation of revenue from operations with contracted price
Contracted Price
Less:
Sales Returns
Rebate and Discount
d) Trade Receivables, Contract Balances
For Trade Receivables, Refer note no. 16.
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
1,036.52
For the year ended
March 31, 2022
2,498.99
1,09,340.54
1,10,377.07
90,878.07
93,377.06
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
40,684.81
For the year ended
March 31, 2022
30,389.94
69,692.26
1,10,377.07
62,987.12
93,377.06
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
1,11,653.65
For the year ended
March 31, 2022
93,374.62
11.07
(1,265.51)
-
2.44
1,10,377.07
93,377.06
Further, the Company has no contracts where the period between the transfer of the promised goods or services to the
customer and payment terms by the customer exceeds one year. In light of above;
-
-
it does not adjust any of the transaction prices for the time value of money, and
there is no unbilled revenue as at March 31, 2023.
Further, the Company doesn’t have any contract liabilities as at March 31, 2023 and March 31, 2022
213
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
29 OTHER INCOME
Interest Income
- On fixed deposits
- On loans and advances
- On income tax refund
IT/ SAP income
Rental income
Foreign exchange fluctuation
Gain on termination of lease
Profit on sale of current investment - mutual fund
Fair value gain on investments measured at fair value ...
through profit and loss (net)
Dividend Income
Excess provision written back
Less: Sundry balances written off relating to Provision
Sundry balances written back
Miscellaneous income
30 COST OF RAW MATERIAL CONSUMED
Raw Material
Balance at the beginning of the Year
Add:- Purchases during the year
Less:- Balance at the end of the Year
Total raw material consumption
31 PURCHASE OF STOCK IN TRADE
Purchases during the year
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
158.07
88.61
26.34
151.38
774.49
-
-
97.05
-
94.25
55.27
-
97.87
769.38
825.91
50.38
16.34
573.58
572.61
(474.11)
1,006.25
7.87
98.50
91.51
543.31
3,035.51
160.91
340.60
212.47
3,204.83
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
12,858.83
45,782.01
58,640.84
5,974.66
52,666.18
4,905.89
50,815.02
55,720.91
12,858.83
42,862.08
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
-
-
For the year ended
March 31, 2022
671.60
671.60
32 CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK IN TRADE AND WORK IN PROGRESS
Inventories at the beginning of the year
Work-in-progress
Finished goods
Scrap Stock
214
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
5,142.30
3,825.43
41.82
9,009.55
5,703.23
2,412.60
166.84
8,282.67
(A)
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
Inventories at the end of the year
Work-in-progress
Finished goods
Scrap Stock
(Increase) / decrease in inventory (A-B)
33 EMPLOYEE BENEFITS EXPENSE
Salaries, wages & bonus
Contribution to provident and other fund (Refer note 40)
Gratuity expense (Refer note 40)
Compensated absences
Share based expense (Refer Note 52)
Staff training & welfare expenses
34 FINANCE COSTS
Interest expense
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
5,018.42
2,417.75
48.81
7,484.98
1,524.57
5,142.30
3,825.43
41.82
9,009.55
(726.87)
(B)
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
17,578.42
1,293.03
326.30
150.78
143.92
341.13
19,833.58
13,622.34
834.10
255.24
203.67
-
303.84
15,219.19
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
- on term loans, cash credit & working capital facilities
1,711.91
1,573.30
- delayed payment of taxes
-
lease liabilities
Unwinding of discount on security deposit
Other borrowing cost
35 DEPRECIATION AND AMORTISATION EXPENSE
Depreciation of property, plant and equipment (Refer note 4)
Depreciation & amortisation of Investment Properties (Refer note 6)
Amortisation of intangible assets (Refer note 7)
Amortisation of Right-of-use assets (Refer note 50)
70.39
316.49
18.15
925.39
5.82
270.85
14.08
721.25
3,042.33
2,585.30
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
1,230.88
79.56
37.61
534.85
1,164.50
82.20
30.53
485.69
1,882.90
1,762.91
215
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
36 OTHER EXPENSES
Manufacturing expenses
Consumption of stores & spare parts
Power & fuel
Rent
Rates & taxes
Travelling & conveyance
Freight & clearing charges
Claim to buyers
Repair & maintenance
Plant & machinery
Buildings
Others
Commission expenses
Legal & professional expenses
Security charges
Bank charges
Insurance expenses
Marketing support fee
Inspection fees
Payment to the auditors (refer note 'a' below)
Sundry balances written off
Foreign exchanage fluctuation loss
Corporate social responsibility (refer note 'b' below)
Fair value loss on financial assets measured at fair value through profit and loss
Loss on lease modification
Loss allowance for doubtful debts and advances
Loss on sale of licenses
Miscellaneous expenses
Total
a) Details of payment made to auditors is as follows:
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
17,892.72
454.21
1,326.53
538.92
325.99
1,183.90
2,254.06
-
For the year ended
March 31, 2022
21,878.38
321.62
1,227.10
191.69
84.72
885.21
1,797.88
894.46
221.00
45.58
578.18
70.21
780.72
258.64
322.75
256.28
713.59
346.34
59.67
229.24
226.62
20.33
13.19
1.86
163.28
274.73
834.29
29,392.83
145.58
24.59
382.36
112.44
440.93
218.62
324.23
219.17
-
230.69
31.35
551.93
-
80.54
-
-
153.28
366.89
688.47
31,252.11
(i) Payment to Auditor*
-
-
-
-
-
-
Statutory audit fee
Tax audit fee
Taxation matters
Company law matters
Other Services
Reimbursement of Expenses
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
28.00
5.50
9.13
3.05
12.00
1.99
19.50
-
-
-
10.00
1.85
31.35
*Current year figure includes `4.92 Lakhs (other services and reimbursement of expenses) for which payment has been
made to erstwhile auditor. Further, previous year figure represents payment made to erstwhile auditor.
59.67
216
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
b) Details of Corporate Social Responsibility (CSR) expenditure is as follows:
(All amounts are in ` Lakhs, unless otherwise stated)
(i) Gross amount required to be spent by the Company during the year
(i.e. 2% of Average Net profits of last three years)
(ii) Amount spent during the year
-
Construction/acquisitions of any asset
For purpose other than above*
-
* During the year, the Company has spent ` 133.67 Lakhs on CSR
activities. However, gross amount required to be spent as per Companies
Act, 2013 is ` 20.33 Lakhs Therefore, the remaining amount of ` 113.34
Lakhs has been transferred to prepaid expenses.
(iii) Shortfall at the end of the year
(iv) Total of previous years shortfall
(v) The company does not have any ongoing projects as at March 31, 2023
and March 31, 2022.
(vi) The company does not have any transactions with related parties for
CSR expenditure as at March 31, 2023 and March 31, 2022.
37 EXCEPTIONAL ITEMS
For the year ended
March 31, 2023
20.33
For the year ended
March 31, 2022
23.92
-
133.67
-
80.54
-
-
-
-
(All amounts are in ` Lakhs, unless otherwise stated)
Loss / (Profit) on sale of property, plant and equipment and investment property
(Refer Note 'a' below)
Impairment of investment in subsidiaries written back(Refer Note 8(e))
Investment written off (Refer note 8 (e))
Interest on Refund of advance (Refer Note 'b' below)
Loss allowance for receivables
For the year ended
March 31, 2023
For the year ended
March 31, 2022
(4,259.01)
(628.18)
(1,648.35)
1,648.35
827.00
2,335.15
(1,096.86)
(30.00)
3.17
-
-
(655.01)
a) The figures in bracket above represents income/profit.
b) As at March 31, 2022, the Company had ` 2963.62 Lakhs advance outstanding in the books of account. During the year, as
per supplementary agreement, the Company was required to repay the amount along with interest of ` 827 Lakhs During
the year ended March 31, 2023, the Company has repaid advance of ` 2963.62 Lakhs along with interest of ` 827 Lakhs.
38 COMPONENTS OF OTHER COMPREHENSIVE INCOME
A (i) Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit plans
Income tax expense on items that will not be reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss
Cash Flow Hedging reserve on forward contract
Foreign currency translation reserve
Income tax expense on items that will be reclassified to profit or loss
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
53.35
(13.43)
(595.46)
127.24
149.87
(278.43)
81.36
(20.48)
419.03
(114.20)
(105.46)
260.26
217
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
39 EARNINGS PER SHARE (EPS)
(All amounts are in ` Lakhs, unless otherwise stated)
Profit attributable to the equity shareholders (A)
Number/Weighted average number of equity shares outstanding at the end of the
year (B)
Dilutive effect on Weighted average number of equity shares outstanding at the end
of the year (C.)
Number/Weighted average number of diluted equity shares outstanding at the end
of the year (D = B + C)
Nominal value of Equity shares
Basic Earnings per share (A/B) (in `)
Diluted Earnings per share (A/D) (in `)
40 GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS
a) Defined contribution plans
For the year ended
March 31, 2023
For the year ended
March 31, 2022
5,381.65
2,715.78
2,16,63,937
2,16,63,937
61,787
-
2,17,25,724
2,16,63,937
` 10
24.84
24.77
` 10
12.54
12.54
The company makes contribution towards Employees Provident Fund, Employee’s State Insurance scheme and other
welfare schemes. Under the rules of these schemes, the Company is required to contribute a specified percentage of
payroll costs. The company during the year recognised the following amount in the Statement of profit and loss under
company’s contribution to defined contribution plan.
Employer's Contribution to Provident Fund/ Pension Fund
Employer's Contribution to Employee State Insurance
Employer's Contribution to Welfare Fund
Total
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
980.65
295.76
16.62
1,293.03
623.70
197.78
12.62
834.10
The contribution payable to these schemes by the Company are at the rates specified in the rules of the schemes.
b) Defined benefit plans
In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method”
was carried out, through which the Company is able to determine the present value of obligations. “Projected Unit Credit
Method” recognises each period of service as giving rise to additional unit of employees benefit entitlement and measures
each unit separately to build up the final obligation.
i)
Gratuity scheme
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed
five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of
service and salary at retirement age. The gratuity is funded in current year for all the units and maintained by Life
Insurance Corporation of India.
ii) Other long term employee benefits
As per the Company’s policy, eligible leaves can be accumulated by the employees and carried forward to future
periods to either be utilised during the service, or encashed. Encashment can be made during the service, on early
retirement, on withdrawal of scheme, at resignation by employee and upon death of employee. The scale of benefits is
determined based on the seniority and the respective employee’s salary. The company records an obligation for such
compensated absences in the period in which the employee renders the services that increase this entitlement. The
obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.
218
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
Re-measurements, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable)
and the return on plan assets (excluding interest and if applicable), is reflected immediately in Other Comprehensive
Income in the statement of profit and loss in case of Gratuity. All other expenses related to defined benefit plans are
recognised in statement of profit and loss as employee benefit expenses. Re-measurements recognised in Other
Comprehensive Income will not be reclassified to statement of profit and loss hence it is treated as part of retained
earnings in the statement of changes in equity. Gains or losses on the curtailment or settlement of any defined benefit
plan are recognised when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as
past service costs.
c) The following tables summarise the components of net benefit expense recognised in the Statement of profit and loss and
the funded status and amounts recognised in the balance sheet for the defined benefit plan and other long term benefits.
These have been provided on accrual basis, based on year end actuarial valuation.
Change in benefit obligation
Opening defined benefit obligation
Interest cost
Service cost
Past Service cost
Benefits paid
Actuarial (gain) / loss on obligations
Present value of obligation as at the end of the year
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
As at
March 31, 2022
Gratuity (Funded)
Gratuity (Funded)
916.76
68.85
277.97
-
(104.27)
(50.30)
1,109.00
929.10
69.78
207.89
-
(199.61)
(90.40)
916.76
d) The following tables summarise the components of net benefit expense recognised in the Statement of profit or loss and
the funded status and amounts recognised in the balance sheet for the respective plans:
Cost for the year included under employee benefit
Current service cost
Past service cost
Interest cost
Expected return on plan assets
Actuarial (gain) / loss
Net cost
e) Changes in the fair value of the plan assets are as follows:
Fair value of plan assets at the beginning
Expected return on plan assets
Contributions
LIC charges
Benefits paid
Actuarial gains / (losses) on the plan assets
Fair value of plan assets at the end
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
As at
March 31, 2022
Gratuity (Funded)
Gratuity (Funded)
277.97
-
48.33
-
326.30
207.89
-
47.35
-
255.23
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
As at
March 31, 2022
Gratuity (Funded)
Gratuity (Funded)
273.25
20.52
7.19
(3.65)
(104.27)
3.05
196.09
298.57
22.42
22.70
(4.37)
(57.04)
(9.03)
273.25
219
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
f) Detail of actuarial gain/loss recognised in OCI is as follows:
Actuarial gain / (loss) for the year – obligation
Actuarial gain / (loss) for the year - plan assets
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
As at
March 31, 2022
Gratuity (Funded)
Gratuity (Funded)
50.29
3.05
53.35
90.40
(9.03)
81.37
g) Principal actuarial assumptions at the balance sheet date are as follows:
Economic assumptions
1. Discount rate
2. Rate of increase in compensation levels
Demographic assumptions
1. Retirement Age (years)
2. Mortality Rate
Withdrawal Rate (Average in case of unfunded amounts)
1. Ages from 18 to 30 Years
2. Ages from 30 to 45 Years
3. Ages Above 45 years
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
As at
March 31, 2022
Gratuity (Funded)
Gratuity (Funded)
7.36%
5.00%
58
7.51%
5.00%
58
Indian Assured
Lives Mortality
(2012-14)
(modified) ultimate
Indian Assured
Lives Mortality
(2012-14)
(modified) ultimate
3.00%
2.00%
1.00%
3.00%
2.00%
1.00%
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
h) Net (assets) / liabilities recognised in the Balance Sheet and experience adjustments on actuarial gain / (loss) for
benefit obligation and plan assets.
Particulars
Present value of obligation
Less: Fair value of plan assets
Net assets /( liability)
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
As at
March 31, 2022
Gratuity (Funded)
Gratuity (Funded)
1,109.00
196.09
(912.91)
916.76
273.25
(643.51)
i) Expected contribution for the next year is ` 1,366.45 Lakhs (March 31, 2022: ` 965.67 Lakhs) in respect of Gratuity.
220
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
j) A quantitative sensitivity analysis for significant assumptions is as shown below:
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
Gratuity (Funded)
As at
March 31, 2022
Gratuity (Funded)
A. Discount rate
Effect on DBO due to 1% increase in Discount Rate
Effect on DBO due to 1% decrease in Discount Rate
B. Salary escalation rate
Effect on DBO due to 1% increase in Salary Escalation Rate
Effect on DBO due to 1% decrease in Salary Escalation Rate
(111.39)
132.39
134.24
(114.68)
(93.76)
111.49
113.23
(96.65)
C. Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.
Further, there are no changes in current year from the previous corresponding period in the methods and assumptions
used in preparing the sensitivity analysis.
k) Risk
Discount Rate
Salary Increases
Withdrawals
Reduction in discount rate in subsequent valuations can increase the liability.
Actual salary increases will increase the defined benefit liability. Increase in salary increase rate
assumption in future valuations which inturn also increase the liability.
Actual withdrawals proving higher or lower than assumed withdrawals and change of
withdrawals rates at subsequent valuations can impact defined benefit liability.
Morality and disability
Actual details and disability cases proving lower or higher than assumed in the valuation can
impact the liabilities.
i) Maturity profile of cash outflows relating to defined benefit obligation are as follows:
(All amounts are in ` Lakhs, unless otherwise stated)
0 to 1 years
1 to 2 years
2 to 3 years
3 to 4 years
4 to 5 years
From 5 years onwards
As at
March 31, 2023
Gratuity (Funded)
83.41
60.95
70.63
129.73
166.16
1,415.76
As at
March 31, 2022
Gratuity (Funded)
80.06
31.17
63.98
88.75
130.34
1,208.66
41 CAPITAL MANAGEMENT
The company’s objectives when managing capital are to:
-
safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits
for other stakeholders, and
- maintain an appropriate capital structure of debt and equity.
The Board of Directors have the primary responsibility to maintain a strong capital base and reduce the cost of capital through
prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international markets
so as to maintain investors, creditors and markets confidence and to sustain future development of the business.
The company monitors capital, using a medium term view ranging between three to five years, on the basis of a number of
financial ratios generally used by the industry. The Company monitors capital structure using a gearing ratio, which is net debt
divided by total capital plus net debt. Net debt comprises of long term and short term borrowings (including lease liabilities) less
cash and cash equivalents. Equity includes equity share capital and reserves that are managed as capital. The gearing ratio at
the end of reporting periods were as follows:
221
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
Borrowings (Refer to note 21 and 22)
Lease Liabilities (Refer to note 50)
Interest accrued but not due on borrowings (Refer note no. 23)
Less: Cash and Cash Equivalents (Refer to note 17)
Net debt (A)
Equity share capital (Refer to note 19)
Other equity (Refer to note 20)
Total Capital (B)
Capital and net debt (A+B=C)
Gearing ratio (A/C)
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
20,635.55
3,520.08
95.43
(6,740.76)
17,510.30
2,166.39
35,919.60
38,085.99
55,596.29
31.50%
25,967.94
2,538.85
93.59
(4,322.04)
24,278.35
2,166.39
32,181.67
34,348.06
58,626.41
41.41%
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023
and March 31, 2022.
In order to achieve overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
42 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE
I) Hedge Accounting
(i) The company enters into hedging instruments in accordance with policies as approved by the Board of Directors with
written principles which is consistent with the risk management strategy of the Company. The company has decided
to apply hedge accounting for certain derivative contracts that meets the qualifying criteria of hedging relationship
entered post April 01, 2019. Hedging strategies are decided and monitored periodically by Chief Financial Officer and
Board of Directors of the Company.
Cash Flow Hedges
Foreign exchange forward contracts are designated as hedging instruments in cash flow hedges of forecasted hedged
items in US dollar. These forecast transactions are highly probable. The foreign exchange forward contract balances
vary with the level of expected foreign currency sales and changes in foreign exchange forward rates.
(ii) The fair value of derivative financial instruments is as follows:
(All amounts are in ` Lakhs, unless otherwise stated)
Particulars
Fair value of foreign currency forward exchange contract designated as
hedging instruments
Asset/(Liabilities)
As at
March 31, 2023
Asset/(Liabilities)
As at
March 31, 2022
(303.62)
406.69
The critical terms of the foreign currency forward contracts match the terms of the expected highly probable forecast
sale transactions.
The cash flow hedges of the forecasted sale transactions for the year ended March 31, 2023 were assessed to be
highly effective and unrealised profit of ` (595.46) Lakhs, with a deferred tax asset / (liability) of ` 149.87 Lakhs
relating to the hedging instruments, is included in OCI. [March 31, 2022: Unrealised profit of ` 419.03 Lakhs with a
corresponding deferred tax asset / (liability) of ` (105.46) Lakhs].
222
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
(iii) Maturity Profile: The following table includes the maturity profile of the foreign exchange forward contracts:
Particulars
As at March 31, 2023 (` in Lakhs)
Notional amount (in USD in Lakhs)
Average forward rate (USD/`)
As at March 31, 2022 (` in Lakhs)
Notional amount (in USD Lakhs)
Average forward rate (USD/`)
Less than
1 month
1 to 3
months
3 to 6
months
6 to 9
months
9 to 12
months
Total
5,590.82
4,917.45
5,639.68
1,629.11
3,623.58
21,400.64
70.00
79.87
61.00
80.61
68.75
82.03
19.50
83.54
43.00
84.27
262.25
81.60
8,031.01
12,657.88
19,245.30
14,329.11
8,296.72
62,560.03
104.99
76.49
165.36
76.55
249.00
77.29
183.68
78.01
105.50
78.64
808.53
77.37
(iv) The impact of the hedging instruments on the balance sheet is as follows:
The line item in Balance Sheet where hedge instrument is disclosed under other current financial assets (March 31
2022: Other current Financial Liabilities). The changes in fair value of forward exchange contract are disclosed as
under:
Particulars
Foreign currency risk forward contract- As at March 31, 2023 [Asset / (Liability)]
Foreign currency risk forward contract- As at March 31, 2022 [Asset / (Liability)]
Amount (`)
(303.62)
406.69
(v) The effect of the cash flow hedge in the statement of profit or loss and other comprehensive income is, as follows:
Particulars
As at March 31, 2023
Total hedging
gain/(loss)
recognised in OCI
(595.46)
Highly probable forecast sales
As at March 31, 2022
419.03
Line item in
Statement of
profit and loss
Amount reclassified
from OCI to profit
or loss
Line item in
Statement of profit
and loss
Cash Flow Hedge
Reserve (OCI)
(568.68)
Cash Flow Hedge
Reserve (OCI)
907.55
Revenue from
Operations
Revenue from
Operations
Highly probable forecast sales
(vi) Impact of hedging on equity
Set out below are the details of each component of equity and the analysis of other comprehensive income in respect
of cash flow hedge reserve.
Particulars
As at April 01, 2022
Effective Portion of Changes in Fair Value arising
from Foreign Exchange Forward Contracts
Amount reclassified to profit & loss
As at March 31, 2023
As at April 01, 2021
Effective Portion of Changes in Fair Value arising
from Foreign Exchange Forward Contracts
Amount reclassified to profit & loss
As at March 31, 2022
Cash Flow Hedge
Reserve
Tax Amount Movement net of
tax
406.69
(1,164.13)
(568.68)
(188.76)
(12.34)
1,326.58
907.55
406.69
101.61
(292.99)
(143.13)
(48.25)
(3.85)
333.87
228.41
101.61
305.08
(871.14)
(425.55)
(140.51)
(8.49)
992.71
679.14
305.08
Note : The company did not have any forecast transactions for which cash flow hedge accounting had been used in
the previous period, but which is no longer expected to occur.
223
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
(vi) Valuation Technique
The company enters into derivative financial instruments which are valued using valuation techniques which employs
the use of market observable inputs. The most frequently applied valuation techniques include forward pricing
models, using present value calculations. Where quoted market prices are not available, fair values are based on
Management’s best estimates, which are arrived at by the reference to market prices.
II) Particulars of Unhedged foreign currency exposures:
Particulars
As at March 31, 2023
As at March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
Foreign currency receivable
Foreign currency payable
Foreign currency loan receivable
Foreign Currency
(In absolute no.)
Amount
Foreign Currency
(In absolute no.)
-
-
-
-
-
-
-
-
-
Amount
-
-
-
III)
In respect of the derivative contracts entered into by the Company, the Management assesses no material foreseeable
losses as at the reporting date.
43 FAIR VALUE MASURMENTS
I
Financial instruments
a) Financial instruments by category
Except Investment in equity instruments (Quoted) and investment in mutual funds which are measured at fair value
through profit or loss, all other financial assets and liabilities viz. trade receivables, security deposits, cash and cash
equivalents, other bank balances, interest receivable, other receivables, trade payables, employee related liabilities
and borrowings, are measured at amortised cost. Derivative financial instruments are measured at fair value through
other comprehensive income.
b) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are
disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used in
determining fair value, the company has classified its financial instruments into the three levels prescribed under the
accounting standard. An explanation of each level follows underneath the table.
The following table shows the carrying amounts and fair values of financial assets and financials liabilities, including their
levels of in the fair value hierarchy:
As at March 31, 2023
Particulars
Carrying amount
Fair value
(All amounts are in ` Lakhs, unless otherwise stated)
FVOCI
FVTPL
Financial
Assets -
amortised
cost
Financial
Liabilities -
amortised
cost
Total
carrying
amount
Level 1 Level 2 Level 3
Total
Financial assets measured
at fair value
Investment in equity shares
(Quoted)
-
830.37
Investment in mutual funds
-
562.16
Financial assets not
measured at fair value
224
-
-
-
-
830.37
830.37
562.16
562.16
-
-
-
830.37
-
562.16
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
Carrying amount
Fair value
(All amounts are in ` Lakhs, unless otherwise stated)
FVOCI
FVTPL
Financial
Assets -
amortised
cost
Financial
Liabilities -
amortised
cost
Total
carrying
amount
Level 1 Level 2 Level 3
Total
Investment in equity shares
(Unquoted)
Investment in government
securities
Loan to employees
Loan to related parties
Security Deposits
Interest accrued but not
due on term deposits
Deposits with original
maturity of more than 12
months
Other Receivable
Trade receivables
Cash and cash equivalents
Other bank balances
Financial liabilities
measured at fair value
Financial Liabilites at Fair
Value through OCI - Cash
Flow Hedge
Financial liabilities not
measured at fair value
Borrowings
Lease Liabilities
Security Deposits
Interest accrued but not
due on borrowings
Unpaid dividends
Trade payables
Creditors for capital goods
Others
-
-
-
-
-
-
-
-
-
-
-
-
11,818.71
- 11,818.71
-
-
-
-
-
-
-
-
-
-
1.63
84.25
346.66
642.42
79.52
43.98
13.46
11,040.37
6,740.76
2,197.49
-
-
-
-
-
-
-
1.63
84.25
346.66
642.42
79.52
43.98
13.46
- 11,040.37
-
-
6,740.76
2,197.49
-
-
-
-
-
-
-
-
-
-
-
- 1,392.53 33,012.76
- 34,405.29 1,392.53
303.62
-
-
-
-
-
-
-
-
-
303.62
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
303.62
303.62
20,635.54 20,635.54
3,520.08
3,520.08
126.46
126.46
95.43
95.43
28.09
28.09
12,595.12 12,595.12
124.27
124.27
34.34
34.34
-
-
-
-
-
-
-
-
- 37,159.32 37,462.94
303.62
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 1,392.53
-
303.62
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 303.62
225
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
As at March 31, 2022
Particulars
Carrying amount
Fair value
(All amounts are in ` Lakhs, unless otherwise stated)
FVOCI
FVTPL
Financial
Assets -
amortised
cost
Financial
Liabilities -
amortised
cost
Total
carrying
amount
Level 1 Level 2 Level 3
Total
Financial assets measured
at fair value
Investment in equity shares
(Quoted)
-
873.50
Investment in mutual funds
-
532.26
406.69
-
-
-
-
873.50
873.50
532.26
532.26
406.69
406.69
-
-
-
-
-
-
-
-
-
-
-
-
11,761.04
11,761.04
-
-
-
-
-
-
-
-
-
-
1.63
41.36
-
619.26
46.04
43.98
30.34
11,591.48
4,322.04
2,137.64
1.63
41.36
-
619.26
46.04
43.98
30.34
11,591.48
4,322.04
2,137.64
-
-
-
-
-
-
-
-
-
-
406.69 1,405.76 30,594.80
- 32,407.25 1,812.45
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,967.94 25,967.94
2,538.85
2,538.85
247.44
247.44
93.59
93.59
26.24
26.24
17,883.67 17,883.67
92.90
16.08
92.90
16.08
- 46,866.71 46,866.71
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
873.50
-
-
-
-
-
-
-
-
-
-
-
-
532.26
406.69
-
-
-
-
-
-
-
-
-
-
- 1,812.45
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets not
measured at fair value
Investment in equity shares
(Unquoted)
Investment in government
securities
Loan to employees
Loan to related parties
Security Deposits
Interest accrued but not
due on term deposits
Deposits with original
maturity of more than 12
months
Other Receivable
Trade receivables
Cash and cash equivalents
Other bank balances
Financial liabilities not
measured at fair value
Borrowings
Lease Liabilities
Security Deposits
Interest accrued but not
due on borrowings
Unpaid dividends
Trade payables
Creditors for capital goods
Others
226
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
c) The company has an established control framework with respect to the measurement of fair values. The finance
and accounts team that has overall responsibility for overseeing all significant fair value measurements and
reports directly to the board of directors. The team regularly reviews significant unobservable inputs and valuation
adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then
the team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet
the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.
Significant valuation issues are reported to the company’s board of directors.
d) Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
There have been no transfers in either direction for the year ended 31 March 2023 and 31 March 2022.
e) Fair value of financial assets and liabilities measured at amortised cost
The carrying amounts of short-term trade and other receivables, trade payables, cash and cash equivalents
and other bank balances are considered to be the same as their fair values, due to their short-term nature.
For other financial liabilities/ assets that are measured at fair value, the carrying amounts are equal to the fair values.”
f)
Specific Valuation techniques used to value financial instruments include:
Type
Valuation technique
Significant
Inter-relationship
Mark to Market valuation
Not Applicable
Not Applicable
Derivative financial instruments
(forward exchange contract)
Investments in mutual fund
measured at FVTPL (quoted)
Net asset value (‘NAV’)
technique, as stated by the
issuers of these mutual fund
units as at Balance Sheet date
Investment in quoted equity
instruments of entities other
than subsidiaries
On the basis of quoted rates
available from securities
markets in India
Fair Value of security deposits
paid & received (Other than
perpetual security deposits)
Based on the discounting
factor as at reporting date.
*Discount rate used in determining fair value
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable*
Not Applicable
The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental
borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the company
and in case of financial asset is the average market rate of similar credit rated instrument. The company maintains
policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.
227
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
44 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The company’s principal financial liabilities comprises of trade and other payables, borrowings, current maturity of borrowings,
interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the Company’s operations and
to provide guarantees to support its operations. The company’s principal financial assets includes Investment in mutual funds,
loans to related parties, security deposits, trade receivables, cash and cash equivalents, deposits with bank, interest accrued in
deposits, receivables from related and other parties and interest accrued thereon.
The company has exposure to the following risks arising from financial instruments:
-
-
credit risk,
liquidity risk and
- market risk.
The company’s senior level management oversees the management of these risks and is supported by finance department that
advises on the appropriate financial risk governance framework.
A. Credit Risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Company.
Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets measure
at amortised cost. The company continuously monitors defaults of customers and other counterparties and incorporate
this information into its credit risk control.
(i) Trade Receivables
The company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The credit risk is managed by the Company based on credit approvals, establishing credit limits and continuously
monitoring the credit worthiness of the customers, to whom the Company grants credit period in the normal course of
business including taking credit insurance against export receivables. The company uses expected credit loss model
to assess the impairement loss in trade receivables and makes an allowance of doubtful trade receivables using this
model.
(ii) Other Financial Assets: The company maintains exposure in cash & cash equivalents, term deposits with banks,
investments, advances and security deposits etc. Credit risk from balances with banks, investment in mutual funds
and loan to related parties is managed by the Company’s treasury department in accordance with the Company’s
policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to
each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis,
and may be updated throughout the year subject to approval of the Company’s finance committee. The company’s
maximum exposure to the credit risk as at March 31, 2023 and March 31, 2022 is the carrying value of each class of
financial assets.
(iii) Exposure to Risk, in respect of the guarantees given by the Company: The disclosure in respect of credit risk
exposures which are not credit impaired or where there has not been a significant increase in credit risk since initial
recognition are as under:
- Quantitative data about exposure and maturity profile
Guarantee Given to
Details of
Subsidiary
Purpose of
Guarantee
Amount as at
March 31, 2023
Guarantee Valid
Upto
HSBC Bank, Hongkong Branch
Pearl Global (HK)
Limited
Securing Credit
Facilities
HSBC Bank, Hongkong Branch
Pearl Global (HK)
Limited
Securing Credit
Facilities
HSBC Bank, Hongkong Branch
Pearl Global (HK)
Limited
Securing Credit
Facilities
USD 200.00 Lakhs
equivalent to
`16,444.00 Lakhs
USD 40.00 Lakhs
equivalent to
`3,288.80 Lakhs
USD 50.00 Lakhs
equivalent to
`4,111.00 Lakhs
November 17, 2023
December 22, 2023
May 18, 2024
228
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
-
Policy of managing risk: To assess whether there is a significant increase in credit risk the Company compares the risk
of default as at the reporting date with the risk of default as at the date of initial recognition. The company considers
reasonable and supportive forward-looking information such as significant changes in the value of guarantee or in
the quality of exposure or credit enhancements.
B. Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses.
The company’s objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. The
company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate
sources of financing including loans from banks at an optimised cost.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments.
As at March 31, 2023
Borrowings
Lease Liabilities
Trade payables
Other financial liabilities
Total
As at March 31, 2022
Borrowings
Lease Liabilities
Trade payables
Other financial liabilities
Total
C. Market risk
Less than 3
months
13,028.36
137.11
12,470.11
605.17
26,240.75
Less than 3
months
15,765.65
65.09
17,600.45
228.81
33,660.00
3 to 12 months
(All amounts are in ` Lakhs, unless otherwise stated)
Total
1 to 5 years
> 5 years
1,829.65
432.41
125.01
-
2,387.07
5,777.53
1,888.53
-
107.03
7,773.09
-
1,062.03
-
-
1,062.03
20,635.54
3,520.08
12,595.12
712.20
37,462.94
3 to 12 months
(All amounts are in ` Lakhs, unless otherwise stated)
Total
1 to 5 years
> 5 years
1,868.79
326.13
283.20
6.51
2,484.63
8,207.50
995.64
-
240.92
9,444.06
126.00
1,151.99
-
-
1,277.99
25,967.93
2,538.85
17,883.65
476.24
46,866.68
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the
Company’s income. The value of a financial instrument may change as a result of changes in the interest rates, foreign
currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return. The Board of Directors is responsible for setting up the policies and procedures to manage risks of
the Company.
i)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The company’s exposure to the risk of changes in market interest rates relates
primarily to the Company’s long-term debt obligations with floating interest rates. The company manages its net
exposure to interest rate risk related to borrowings, by balancing a proportion of fixed rate and floating rate borrowing
in its total borrowing portfolio.
Interest Rate Sensitivity: The sensitivity analysis in the following sections relate to the position as at March 31, 2023
and March 31, 2022. The following table demonstrates the sensitivity to a reasonably possible change in interest
rates on the portion of borrowings affected. With all other variables held constant, the Company’s profit before tax is
affected through the impact on floating rate borrowings, as follows:
229
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
March 31, 2023
March 31, 2022
Increase or decrease in
basis points
Decrease / (increase) in
profit before tax
+50
-50
+50
-50
116.51
(116.51)
118.74
(118.74)
The assumed movement is basis points for the interest rate sensitivity analysis is based on the currently observable
market environment, showing a significantly higher volatility than in prior years.
ii) Foreign currency risk
The company is exposed to foreign currency risk on certain transactions that are denominated in a currency other
than entity’s functional currency, hence exposure to exchange rate fluctuations arises. The risk is that the functional
currency value of cash flows will vary as a result of movements in exchange rates. The following tables demonstrate
the sensitivity (strengthening or weakening of Indian Rupee) to a reasonably possible change in exchange rates, with
all other variables held constant.
Particulars
March 31, 2023
March 31, 2022
45 SEGMENT INFORMATION
Changes in
exchange rate
Decrease / (increase)
in profit before tax
+5%
-5%
+5%
-5%
-
-
-
-
a) The company’s operating segments are established on the basis of those components that are evaluated regularly by the
Executive Committee (the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 - ‘Operating Segments’). In light of
Para 4 of Ind AS 108- Operating Segments, the Company has presented segment information on geographical basis in its
consolidated financial statements.
b) Revenue from major customer: During the year, the Company generates 90% of its external revenues from 7 customers
(March 31, 2022: 10 customers).
46 CONTINGENT LIABILITIES AND COMMITMENTS
a) Contingent liabilities (To the extent not provided for)
I
(i) The company has reviewed all its pending claims, litigations and other proceedings and has adequately provided
for wherever required. However, wherever it is difficult for the Company to estimate the timings of cash outflows,
if any, in respect of the below as it is determinable only on receipt of judgement/decisions pending with various
forums/authorities, the Company has disclosed the same as contingent liabilities (pending resolution of the
respective proceedings).
The company does not expect the outcome of these proceedings to have a material or adverse effect on financial
position of the Company. Also, the Company does not expect any reimbursements in respect of the below
contingent liabilities.
230
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
- Tax Demand as per Sec 154 and Sec 16(1) of Income Tax Act ,
1961 (with respect to Assessment Year 2015-16) - Issue restored
to file of CIT(A) for re-adjudication based on order received from
ITAT.
- Tax Demand as per Sec 250 of Income Tax Act, 1961 (with respect
to Assessment Year 2016-17) - Matter restored to AO by ITAT for
recalculating the disallowance u/r8D(2)(iii).
- Tax Demand as per Sec 143(3) of Income Tax Act, 1961 (with
respect to Assessment Year 2017-18) - Appeal pending before
CIT(A)
- Tax Demand as per Sec 115-O of Income Tax Act, 1961 (with
respect to Assessment Year 2017-18) - Appeal pending before
CIT(A)
- Tax Demand as per Sec 154 of Income Tax Act, 1961 (with respect
to Assessment Year 2018-19) - Appeal pending before CIT(A)
- Tax Demand as per Sec 270A of Income Tax Act, 1961 (with
respect to Assessment Year 2020-21) - Appeal pending before
CIT(A)
As At
As At
March 31, 2023
March 31, 2022
15.57
15.57
3.49
3.49
3.83
3.83
33.30
33.30
5.70
2.90
5.70
-
- Demand as per TDS (TRACES) portal - CPC
2.86
4.65
(ii) Several Legal Cases of labour pending at labour Court, Civil Court and High Court. The company has assessed
and believe that none of these cases, either individually or in aggregate, are expected to have any material
adverse effect on its financial statements.
II
Irrevocable letter of credit outstanding with banks [net of margin of
` 843.41 Lakhs(March 31, 2022 : ` 876.84 Lakhs )]
III Bank Guarantee given to government authorities
IV Counter Guarantees given by the Company to the Sales Tax Department
For enterprise
For others
over which Key Managerial Personnel have Significant influence
-
-
The company has given the corporate guarantees to banks for its foreign
subsidiaries amounting to ` 23,843.80 Lakhs (March 2022 ` 20,468.70
Lakhs) Refer note 44 & 47.
V
As At
As At
March 31, 2023
2,281.26
March 31, 2022
3,946.24
37.08
37.08
1.00
0.50
1.00
0.50
b) Commitments
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As at
March 31, 2023
As at
March 31, 2022
Gratuity (Funded)
Gratuity (Funded)
294.66
420.11
Capital commitment: Estimated amount of contracts remaining to be executed
on the capital account [net of capital advances of ` 96.94 Lakhs (March 31,
2022 : ` 70.12 Lakhs)]
The company does not have any other long term commitments or material non-cancellable contractual commitments,
which may have a material impact on the standalone financial statement.
231
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
47 RELATED PARTY TRANSACTIONS
a) List of related parties
Nature of Relationship
Subsidiary (Direct / Indirect)
Enterprise over which Key
Managerial Personnel
exercise Significant influence
Key Management Personnel
(KMP) & their relative
232
Name of the Related Party
Domestic (Direct)
SBUYS E-Commerce Limited
Pearl Global Kaushal Vikas Limited
Pearl Apparel Fashions Limited (Liquidated during the 2022-23 and was under
liquidation in 2021-22)
Sead Apparels Private Limited (Refer note (j) below)
Overseas (Direct)
Pearl Global Fareast Limited
Pearl Global (HK) Limited
Norp Knit Industries Limited
Pearl Global USA Inc.
Overseas (Indirect)
A & B Investment Limited
Pearl Global F.Z.E.
DSSP Global Limited
Pearl Global Vietnam Company Limited
Pearl Global(Chang Zhou) Textile Technology company Limited (Liquidated on August
05, 2021)
Pearl Grass Creations Limited (Formerly known as Pearl Tiger HK Limited)
PGIC Investment Limited
Prudent Fashions Limited
PT Pinnacle Apparels (Formerly known as PT Norwest Industry)
Vin Pearl Global Vietnam Limited
Alpha Clothing Limited (Acquired 100% equity interest in substance on September 04,
2022)
PDS Limited
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mrs. Shifalli Seth
Mr. Pallab Banerjee
Mr. Uma Shankar Kaushik
Mr. Shailesh Kumar
Mr. Deepak Kumar
Mr. Sanjay Gandhi
Mr. Kashmir Singh Rathour
Mr. Narendra Kumar Somani
Mr. Mayank Jain
Mr. Ravi Arora
Ms. Shilpa Budhia
Chairman
Vice Chairman
Managing Director (till March 31,2022)
Non-Executive Director (w.e.f. April 01, 2022)
Whole-Time Director (till March 31, 2022)
Non-Executive Director (w.e.f. April 01, 2022)
Joint Managing Director (from October 01, 2021 till
March 31, 2022)
Managing Director (w.e.f. April 01, 2022)
Whole-Time Director (till January 10, 2022)
Whole-Time Director
Whole-Time Director (w.e.f. February 14, 2022)
Group Chief Financial Officer
Chief Financial Officer (till April 20, 2021)
Chief Financial Officer (w.e.f. June 21, 2021)
Company Secretary (from June 21, 2021 to November
8, 2021)
Company Secretary (from February 14, 2022 till June
28, 2022)
Company Secretary (w.e.f. November 11, 2022).
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
b) Disclosure of Related Parties Transactions:
(i) Subsidiary Companies
Particulars
Purchase of goods
Sale of goods - raw material
Sale of goods - readymade garments
Source support income
Income on corporate guarantee
SAP income
Rental income
Interest income
Commission Income
Dividend Income
Marketing Fees Paid
Sale of Property, plant and equipment
Expenses paid by the Company on other's behalf
Expenses paid by them on behalf of the Company
Impairment of investment in subsidiaries written back
Investment in subsidiaries written off
Investment in equity shares
ESOP related investments
Loan Given (After Reinstatement)
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
393.56
55.14
40557.17
72.50
151.58
169.86
37.69
8.07
120.00
988.08
713.59
-
10.45
-
1,648.35
1,648.35
239.67
115.59
246.66
2,522.61
17.16
30,275.44
97.35
132.75
97.87
-
14.40
-
-
-
53.69
149.67
94.54
30.00
3.17
486.86
-
-
Corporate Guarantee given by the Company (as per Section 186(4) of the Companies Act 2013)
•
•
•
•
To Hongkong and Shanghai Banking Corporation Limited, Hongkong Branch for securing credit facilities to its
wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global Limited
and Pearl Grass Creations Limited for USD 200.00 Lakhs equivalent to `16,444.00 Lakhs (March 31, 2022: USD
200.00 Lakhs equivalent to `15,162.00 Lakhs).
To Hongkong and Shanghai Banking Corporation Limited, Hongkong Branch for securing credit facilities to
its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global
Limited and Pearl Grass Creations Limited for USD 40.00 Lakhs equivalent to ` 3,288.80 Lakhs (March 31, 2022:
USD 40.00 Lakhs equivalent to ` 3,032.40 Lakhs).
To Hongkong and Shanghai Banking Corporation Limited, Hongkong Branch for securing credit facilities to
its wholly owned subsidiary Pearl Global (HK) Limited, Hong Kong and its step down subsidiary DSSP Global
Limited and Pearl Grass Creations Limited for USD 50.00 Lakhs equivalent to ` 4,111 Lakhs (March 31, 2022:
USD Nil equivalent to ` Nil).
To Standard Chartered Bank, Hongkong Branch for securing credit facilities to its wholly owned subsidiary Pearl
Global (HK) Limited, Hong Kong for USD NIL equivalent to ` NIL at year end (March 31, 2022 USD 30.00 Lakhs
equivalent to ` 2,274.30 Lakhs).
Above Corporate Guarantees have been given for business purpose.
233
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
Closing Balance
Particulars
Loan given to subsidiary (inclusive of interest)
Trade Receivables
Trade Payables
Advance Receivables
(ii) Enterprise over which KMP has Significant Influence
Particulars
Dividend Received
Expenses paid by them on behalf of the Company
Loan Received Back
Interest income
(iii) Key Management Personnel (KMP)
Particulars
Remuneration paid (Including Arrears)
Expenses paid by the Company on their behalf (EPF Paid)
Expenses incurred on behalf of the Company
Loan Given
Interest Income
Directors sitting fees
Closing Balance
Particulars
Loan Receivable (Inclusive of interest)
Trade Payable - Payable to KMP
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
246.66
3,526.97
507.95
50.94
-
5,477.78
2,099.24
121.59
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
18.17
-
-
-
7.87
2.87
300.00
28.68
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
457.45
8.60
45.97
100.00
3.51
1.50
557.28
5.89
40.91
-
-
0.60
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
103.51
10.92
-
14.40
c) Disclosure of Material Transactions: Related Parties having more than 10% interest in each transaction in the ordinary
course of business.
(i) Subsidiary Companies
Particulars
Purchase of goods
Norp Knit Industries Limited
Pearl Global Vietnam Co Limited
DSSP Global Limited
Sale of goods - raw material
Norp Knit Industries Limited
234
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
-
1.39
392.17
474.17
191.64
1,856.80
55.14
16.27
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
Pearl Apparel Fashions Limited
Sale of goods - readymade garments
Pearl Global (HK) Limited
Pearl Grass Creations Limited
Prudent Fashion Limited
Source support income
SBUYS E-Commerce Limited
Income on corporate guarantee
Norp Knit Industries Limited
Pearl Global (HK) Limited
SAP income
Pearl Global Fareast Limited
Pearl Global (HK) Limited
Pearl Grass Creations Limited
Rental Income
SBUYS E-Commerce Limited
Interest income
Pearl Global Fareast Limited
Pearl Global USA Inc
Commission Income
SBUYS E-Commerce Limited
Dividend Income
Pearl Global Fareast Limited
Pearl Global (HK) Limited
Marketing Fees Paid
Pearl Global USA Inc
Sale of Property, plant and equipment
Pearl Global USA Inc
Expenses paid by the Company on their behalf
Norp Knit Industries Limited
Pearl Global (HK) Limited
Pearl Global Vietnam Co Limited
SBUYS E-Commerce Limited
Expenses paid by them on behalf of the Company
Norp Knit Industries Limited
DSSP Global Limited
Pearl Grass Creations Limited
Pearl Global (HK) Limited
SBUYS E-Commerce Limited
Impairment of investment in subsidiaries written back
Pearl Apparel Fashions Limited
Investment in subsidiaries written off
Pearl Apparel Fashions Limited
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
-
0.88
40,527.33
30,208.89
-
29.83
72.50
-
151.58
36.95
87.98
44.93
37.69
-
8.07
120.00
386.75
601.33
713.59
-
3.12
-
-
7.33
-
-
-
-
-
1,648.35
1,648.35
66.55
-
97.35
24.63
108.13
30.97
51.35
15.54
-
14.40
-
-
-
-
-
53.69
0.44
16.64
54.99
77.60
9.11
0.03
0.03
82.19
3.19
30.00
3.17
235
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
Investment in equity shares
Pearl Global Fareast Limited (Refer sub note 47(g))
Pearl Global USA Inc
Sead Apparels Private Limited
ESOP related investment
Pearl Global Vietnam Co Limited
P.T. Pinnacle Apparels
Norp Knit Industries Limited
Pearl Global (HK) Limited
Loan Given (after reinstatement)
Pearl Global USA Inc
Closing Balance
Loan given to subsidiary (inclusive of interest)
Pearl Global USA Inc
Amount payable
DSSP Global Limited
Norp Knit Industries Limited
Pearl Global USA Inc.
Amount receivable
Pearl Global Fareast Limited
PT. Pinnacle Apparels
Pearl Global(HK) Limited
Pearl Global Vietnam Co Limited
Pearl Grass Creations Limited
Norp Knit Industries Limited
Pearl Global USA Inc
Pearl Global Kaushal Vikas Limited
SBUYS E-COMMERCE LIMITED
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
-
238.67
1.00
22.93
29.84
58.11
4.71
246.66
246.66
-
446.28
61.67
9.52
-
486.10
0.76
-
-
-
-
-
-
1,833.62
265.62
-
7.61
5.16
3,547.07
5,333.77
-
20.31
-
-
1.00
-
93.57
4.26
37.34
116.90
0.75
(ii) Enterprise over which KMP has significant influence
Particulars
Dividend Received
PDS Multinational Fashion Limited
Expenses paid on behalf of the Company
PDS Multinational Fashion Limited
Interest income
PDS Multinational Fashion Limited
Loan received back
PDS Multinational Fashion Limited
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
18.17
-
-
-
7.87
2.87
28.68
300.00
236
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
(iii) Key Management Personnel
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
Remuneration paid (Including Arrears)
Mr. Pulkit Seth
Ms. Shifalli Seth
Mr. Uma Shankar Kaushik
Mr. Deepak Kumar
Mr. Mayank Jain
Mr. Narendra Somani
Mr. Shailesh Kumar
Mr. Pallab Banerjee
Mr. Ravi Arora
Mr. Sanjay Gandhi
Ms. Shilpa Budhia
Expenses paid by the Company on their behalf (EPF Paid)
Mr. Pulkit Seth
Ms. Shifalli Seth
Mr. Deepak Kumar
Mr. Mayank Jain
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Ms. Shilpa Budhia
Expenses incurred on behalf of the Company
Mr. Uma Shankar Kaushik
Mr. Mayank Jain
Mr. Narendra Somani
Mr. Shailesh Kumar
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Loan Given
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Interest Income
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Directors sitting Fees:
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Closing Balance
Loan Receivable (Inclusive of interest)
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Trade Payable : Payable to KMP
Mr. Uma Shankar Kaushik
Mr. Deepak Kumar
Mr. Shailesh Kumar
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
-
-
2.41
22.83
-
47.74
16.39
267.13
5.38
83.68
11.89
-
-
0.22
-
4.39
3.88
0.11
-
-
8.69
6.99
17.31
12.98
50.00
50.00
1.75
1.75
0.50
1.00
51.75
51.75
-
1.53
1.31
0.31
2.30
255.04
37.50
22.50
6.58
9.72
42.00
18.00
102.72
4.15
59.08
-
0.11
0.11
0.05
0.14
2.52
2.96
-
13.32
6.00
14.43
5.31
1.85
-
-
-
-
-
0.60
-
-
-
1.76
1.13
0.89
5.48
-
237
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
Particulars
Mr. Narendra Kumar Somani
Ms. Shilpa Budhia
Mr. Ravi Arora
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
3.97
1.51
-
3.70
-
1.44
d) Terms and conditions of transactions with related parties
All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year end are unsecured and interest free except the interest bearing loan and settlement
occurs in cash.
e) Personal Guarantee given by Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit Seth (Promoter Director) against
the Borrowings (refer note no. 21 & 22).
f)
The remuneration of Key managerial Personnel does not include amount in respect of gratuity and leave encashment
payable as the same are not determinable as individual basis for the KMP. The liabilities of gratuity and leave encashment
are provided for company as whole on the basis of acturial valuation.
g) During the 2021-22, Loan of USD 6.60 Lakh in Pearl Global Fareast Limited, Hongkong, has been converted into USD 6.60
Lakhs ordinary equity shares of USD 1.00 each of the Pearl Global Fareast Limited.
h) During the last quarter of FY 2022-23, two step-down overseas subsidiaries namely, Pearl Unlimited Inc. in New York, USA
and Pearl Global Industries FZCO in Dubai have been incorporated. However, the share capital have not been raised till
March 31, 2023.
i)
j)
During the financial year 2020-21, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company had gone
into voluntarily liquidation. The NCLT order has been received on December 16, 2022 and Company has been liquidated.
During the financial year 2022-23, Investment was made in Sead Apparels Private limited during the third quarter of
2022-23, making it a wholly owned subsidiary of the Company.
48 DISCLOSURES PURSUANT TO REGULATION 34 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECTION 186 OF THE COMPANIES ACT,
2013.
(All amounts are in ` Lakhs, unless otherwise stated)
For the Year ended
March 31, 2023
For the Year ended
March 31, 2022
(a)
Loans to subsidiaries
Loan to wholly owned subsidiary: Pearl Global Fareast Limited
Principal Balance as at the year end
Maximum amount outstanding at any time during the year*
(Pearl Global Fareast Limited has utilised the loan for meeting operating and
working capital requirements. It is converted into equity and carried an average
rate of interest at 6% p.a till the date of conversion (2020-21: 6.5%)
Loan to wholly owned subsidiary: Pearl Global USA Inc.
Principal Balance as at the year end
Maximum amount outstanding at any time during the year
(Pearl Global USA INC. has utilised the loan for meeting operating and working
capital requirements. It carries an average rate of interest at 6.5% p.a.)
Investments made are given under the respective heads (Refer Note No. 8)
Corporate guarantees given are disclosed in Note 44
(b)
(c)
-
-
-
486.10
246.66
250.07
-
-
11,818.71
23,843.80
11,761.04
20,468.70
*During the preceding FY 2021-22, loan of USD 6.60 Lakh in Pearl Global Fareast Limited, Hongkong, was converted into USD
6.60 Lakhs ordinary equity shares of USD 1.00 each of the PGFE.
238
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
49 EVENT OCCURING AFTER BALANCE SHEET DATE
a)
Interim Dividend :
Particulars
(i) Declared for the year:
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
Second Interim dividend declared on 15th May 2023 ` 5.00 per share for
the financial year 2022-23: (2021-22 : declared on 25th May 2022 ` 5 per
share) [` 5 on 21,663,937 equity shares (2021-22 ` 5 on 21,663,937 equity
shares)]
1,083.20
1,083.20
b) No other material events have occurred between the balance sheet date to the date of issue of these financial statements
that could affect the values stated in the financial statements.
50 LEASES
a)
Lease contracts entered by the Company majorly pertains for buildings taken on lease to conduct its business in the
ordinary course. The company does not have any lease restrictions and commitment towards variable rent as per the
contract.
(All amounts are in ` Lakhs, unless otherwise stated)
Right-of-use assets: movements in carrying value of assets
Gross Block As at March 31, 2021
Add: Additions during the year
Less: (Disposals) / adjustments during the year
Gross Block As at March 31, 2022
Add: Additions during the year
Less: (Disposals) / adjustments during the year
Gross Block As at March 31, 2023
Accumulated Depreciation :
As at April 01, 2021
Add: Depreciation charge for the year
Less: (Disposals) / adjustments during the year
As at March 31, 2022
Add: Depreciation charge for the year
Less: (Disposals) / adjustments during the year
As at March 31, 2023
Net Block :
As at March 31, 2023
As at March 31, 2022
In 2022-23, there were no impairment charges recorded for right-of-use assets.
Leases: movements in carrying value of recognised liabilities
As at April 01, 2021
Add: Additions during the year
Add: Interest expense on lease liabilities
Less: (Disposals) / adjustments during the year
Less: Repayment of lease liabilities
As at March 31, 2022
Add: Additions during the year
Amount
3,745.19
-
(457.48)
3,287.71
1,187.74
179.71
4,655.16
841.92
485.69
(211.37)
1,116.24
534.85
-
1,651.09
3,004.07
2,171.47
3,217.75
-
270.85
(305.79)
(643.97)
2,538.85
1,187.74
239
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
(All amounts are in ` Lakhs, unless otherwise stated)
Right-of-use assets: movements in carrying value of assets
Add: Interest expense on lease liabilities
Less: (Disposals) / adjustments during the year
Less: Repayment of lease liabilities
As at March 31, 2023
Non-current lease liabilities
Current lease liabilities
Total lease liabilities
Amount
316.49
181.56
(704.57)
3,520.08
2,950.56
569.52
3,520.08
The maturity analysis of lease liabilities is given in Note 44 in the ‘Liquidity risk’ section.
Cash flows from operating activities includes cash flow from short term lease & leases of low value. Cash flows from
financing activities includes the payment of interest and the principal portion of lease liabilities.
Leases committed and not yet commenced: There are no leases committed which have not yet commenced as on
reporting date.
Company as a Lessor
The company is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor.
The company accounted for its leases in accordance with Ind AS 116 from the date of initial application. The company
does not have any significant impact on account of sub-lease on the application of this standard.
The company has given its building space, lying under property, plant and equipments, on operating lease through operating
lease arrangements. Income from operating leases is recognised as revenue on a straight-line basis over the lease term.
Lease income of ` 774.49 Lakhs (March 31, 2022: ` 769.38 Lakhs) has been recognised and included under Other Income.
(Refer Note No. 29)
The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be
received after the reporting date.
Particulars
Less than one year
One to two years
Two to three years
Three to Four Years
Four to five years
More than five years
51 RATIO ANALYSIS
Description
Numerator
Denominator
Current Assets
Current Liabilities
Total Debt
(excluding lease
liabilities in debt)
Total Debt
(including lease
liabilities in debt )
Shareholder’s
Equity
Shareholder’s
Equity
Current ratio
(in times)
Debt- Equity Ratio
(in times)
Debt Service
Coverage ratio
(in times)
240
(All amounts are in ` Lakhs, unless otherwise stated)
Year Ended
March 31, 2023
Year Ended
March 31, 2022
702.26
778.67
797.30
841.89
813.25
823.57
832.69
803.15
725.30
728.89
2,643.50
1,688.19
(All amounts are in ` Lakhs, unless otherwise stated)
March
31, 2023
March
31, 2022
% change Reason for
variance [Refer
Note (f) below]
1.39
0.54
1.40
-0.59%
0.76
-28.26% Reduction in debt
helped to improve
debt-equity ratio.
0.64
0.83
-23.53%
pearl global industries limited NOTES
to standalone financial statements for the year ended March 31, 2023
Description
Numerator
Denominator
(All amounts are in ` Lakhs, unless otherwise stated)
March
31, 2023
March
31, 2022
% change Reason for
variance [Refer
Note (f) below]
Earnings available
for debt service
(Refer note (a)
below)
Debt Service
(Refer note (b)
below)
Net Profits after
taxes – Preference
Dividend
Average
Shareholder’s
Equity
1.65
1.34
22.51%
14.86%
8.26%
79.79% Improvement in
profitability led to
better Return on
Equity.
Revenue
Average Inventory
3.03
2.42
25.55% Change in
Revenue
Average Trade
Receivable:
Purchases of
goods and services
Average Trade
Payables
Revenue
Working capital
(Refer note (c)
below)
sales mix led
to increase in
inventory levels.
8.98
6.60
35.93% Decrease in
credit sales led to
improvement of
trade receivable
turnover ratio.
3.00
3.02
-0.65%
7.68
6.84
12.24%
Net Profit after tax. Revenue
5.30%
3.15%
68.21% Change in Sales
Return on Equity
ratio
(in %)
Inventory Turnover
ratio
(in times)
Trade Receivable
Turnover Ratio
(in times)
Trade Payable
Turnover Ratio
(in times)
Net Capital
Turnover Ratio
Net Profit ratio
(in %)
Return on Capital
Employed (in %)
Earnings before
interest and taxes
Earnings before
interest and taxes
Capital Employed
(Refer note (d)
below)
Capital Employed
(Refer note (e)
below)
Return on
Investment (in %)
Income from
Investments
Average Cost of
Investments
mix and improved
margins led to
increase in profits.
13.43%
8.56%
56.91% Improvement in
profitability led to
higher Return on
Capital Employed.
13.18%
8.65%
52.46% Improvement in
profitability led to
higher Return on
Capital Employed.
8.88%
4.89%
81.50% Increased income
on account of
dividend on
investments has
resulted in the
improvement in
the ratio.
Notes:
a) Net Profit after taxes + Non-cash operating expenses like depreciation and other amortisations + Interest + other
adjustments like loss on sale of Fixed assets etc. “Net Profit after tax” means reported amount of “Profit / (loss) for the
period” and it does not include items of other comprehensive income.
241
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
b)
Interest, Lease Payments and Principal Repayments of long term debt
c) Current assets – Current liabilities
d) Tangible Net Worth + Total Debt(excluding lease liabilities in debt) + Deferred Tax Liability/(Asset)
e) Tangible Net Worth + Total Debt(including lease liabilities in debt) + Deferred Tax Liability/(Asset)
f)
Reasons have been explained for variance in which % change is more than 25% as compared to ratio of previous year.
52 EMPLOYEE SHARE BASED PAYMENT
A. The Board of Directors had accorded their consent for the implementation of Pearl Global Industries Limited Employee
Stock Option Plan 2022 (the Plan) on June 30, 2022. Further, the shareholders of the Company had vide Postal Ballot
approved the Plan on August 28, 2022. In accordance with the Plan, the Nomination and Remuneration Committee on
October 10, 2022 granted 413100 nos. of stock options to the eligible employees of the Company/subsidiary companies.
These options are to be vested after a minimum period of one year from the grant date and it shall extend up to a maximum
period of four years from the grant date based on the vesting conditions as per letter of grant executed between the
Company and the employee of the Company or its subsidiaries. Each option when exercised would be converted into
one fully paid-up equity share of ` 10 each of the Company. The options granted under ESOP scheme carry no rights to
dividends and no voting rights till the date of exercise. The fair value of the share options is estimated at the grant date
using Black and Scholes Model, taking into account the terms and conditions upon which the share options were granted.
The company has recognised an expense of ` 143.92 Lakhs (March 31, 2022: ` Nil) arising from equity settled share based
payment transactions for employee services received during the year. The carrying amount of Employee stock options
outstanding reserve as at March 31, 2023 is ` 259.51 Lakhs (March 31, 2022: ` Nil).
B. Options granted under ESOP Scheme
Particulars
Options outstanding at the beginning of the year
Options granted during the year
Options forfeited during the year
Options expired/lapsed during the year
Options exercised during the year
Options outstanding at the end of the year
Exercisable at the end of the year
For options outstanding at the end of the year
Exercise price range (`)
Weighted average remaining contractual life (in years)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
4,13,100
-
-
-
-
4,13,100
-
-
300
3.53 years
As At
March 31, 2022
-
-
-
-
-
-
-
-
-
-
C. Fair value of options granted
Fair value of each option is estimated on the date of grant based on the following assumptions:
Particulars
Dividend yield (%)
Expected life (years)
Risk free interest rate (%)
Volatility (%)
Share price on date of grant
Fair value of options
Tranche I
Tranche II
Tranche III
Tranche IV
(All amounts are in ` Lakhs, unless otherwise stated)
0.95%
2.03 years
7.05%
58.21%
0.95%
0.95%
2.53 years
3.03 years
7.15%
57.92%
` 461.35
7.23%
55.93%
0.95%
3.53 years
7.29%
54.70%
245.76
257.29
264.44
271.62
242
pearl global industries limited
NOTES
to standalone financial statements for the year ended March 31, 2023
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of
exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously compounded
rates of return based on the peer companies and competitive stocks over a period of time. The company has determined
the market price on grant date based on latest equity valuation report available with the Company preceding the grant date.
No employee share options have been exercised during the year.
D. Expenses arising from share-based payment transactions
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
Stock based compensation expense determined under fair value method
recognised in statement of profit or loss
Stock based compensation expense pertaining to employees of subsidiaries,
determined under fair value method recognised as cost of investment
143.92
115.59
-
-
53 Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Company is required to use specified
methods for computing arm’s length price in relation to specified international transactions with its associated enterprises.
Further, the Company is required to maintain prescribed information and documents in relation to such transactions. The
appropriate method to be adopted will depend on the nature of transactions/ class of transactions, class of associated
persons, functions performed and other factors, which have been prescribed.The company is in the process of updating
its transfer pricing documentation for the current financial year. Based on the preliminary assessment, the management
is of the view that the update would not have a material impact on the tax expense recorded in these financial statements.
Accordingly, these financial statements do not include any adjustments for the transfer pricing implications, if any.
54 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”) with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or
on behalf of the Company (Ultimate Beneficiaries).
The company has not received any fund from any party (Funding Party) with the understanding that the Company shall
whether, directly or indirectly lend or invest in other persons or entity identified by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
55 DISCLOSURE OF TRANSACTIONS WITH STRUCK OFF COMPANIES
The company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013
or section 560 of Companies Act, 1956 during the financial years.
243
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to standalone financial statements for the year ended March 31, 2023
56
A) No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule
III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(c) Registration of charges or satisfaction with Registrar of Companies.
(d) Relating to borrowed funds:
i) Wilful defaulter
ii) Utilisation of borrowed funds & share premium
iii) Borrowings obtained on the basis of security of current assets
iv) Discrepancy in utilisation of borrowings
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
244
pearl global industries limited INDEPENDENT AuDITOR’S REPORT
To,
The Members,
Pearl Global Industries Limited
Report on the Audit of the Consolidated Financial
Statements
Opinion
We have audited the accompanying consolidated financial
statements of Pearl Global Industries Limited (hereinafter
referred to as “the Holding Company”) and its Subsidiaries
(the Holding Company and its subsidiaries together referred
as “the Group”), which comprise the Consolidated Balance
Sheet as at March 31, 2023, the Consolidated Statement of
Profit and Loss (including Other Comprehensive Income),
the Consolidated Statement of Changes in Equity and the
Consolidated Statement of Cash Flows for the year ended on
that date, and notes to the consolidated financial statement,
including a summary of the significant accounting policies
and other explanatory information (hereinafter referred to as
“the consolidated financial statements).
In our opinion and to the best of our information and
according to the explanations given to us and based on the
consideration of report of other auditors on separate financial
statements of subsidiaries audited by the other auditors,
the aforesaid consolidated financial statements give the
information required by the Companies Act, 2013 (the “Act”)
in the manner so required and give a true and fair view in
conformity with Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended (“Ind AS”)
and other accounting principles generally accepted in
India, of the consolidated state of affairs of the Group as
at March 31, 2023, the consolidated profit (including Other
Comphrehensive Income), consolidated changes in equity
and its consolidated cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit of the consolidated financial
statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our
further
responsibilities under
those Standards are
described in the Auditor’s Responsibilities for the Audit
of the consolidated financial statements section of our
report. We are independent of the Group in accordance
with the ethical requirements that are relevant to our audit
of the consolidated financial statements in India in terms
of the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) and the relevant provisions of the
Act, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that
the audit evidence obtained by us and the audit evidence
obtained by the other auditors in terms of their reports
referred to in “Other Matters” paragraph below, is sufficient
and appropriate to provide a basis for our opinion on the
consolidated financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
consolidated financial statements for the financial year
ended March 31, 2023. These matters were addressed in the
context of our audit of the consolidated financial statements
as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For each
key audit matter below, our description of how our audit
addressed the matter is provided in that context.
We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
‘Auditor’s responsibilities for the audit of the consolidated
financial statements’ section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the
consolidated financial statements. The results of our audit
procedures, including the procedures performed to address
the matters below, provide the basis for our audit opinion on
the accompanying consolidated financial statements.
The results of audit procedures performed by us and by
other auditors of components not audited by us, as reported
by them in their audit reports furnished to us, including
those procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
consolidated financial statements.
245
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 INDEPENDENT AuDITOR’S REPORT (Contd.)
Key Audit Matter
Adequacy and completeness of disclosures of Related
Party Transactions
The Group has related party transactions which include
among others, sale/purchase of goods to its subsidiaries
and other related parties.
√
This area was significant to our audit due to the following
reasons:
√
-
-
the significance of transactions with related parties
during the year ended March 31, 2023; and
Related party transactions are subject to compliance
and disclosure requirement under the Companies Act,
2013 and Companies (Indian Accounting Standards)
Rules, 2015, as amended (“Ind AS”) and other
accounting principles generally accepted in India.
Recognition, measurement, presentation and disclosures
of revenues as per Ind AS 115 “Revenue from Contracts
with Customers”
In accordance with the requirements of Ind AS 115 -
Revenue from Contracts with Customers, an entity shall
recognise revenue when the entity satisfies a performance
obligation by transferring a promised good or service to
a customer. An asset is transferred when the customer
obtains control of that asset. Revenue is one of the key
measures of performance. Revenue is identified as an
area of significant risk. As per the accounting policy, the
Holding Company derives its revenue primarily from sale
of garments with revenue recognised at a point in time
when control of the goods has transferred to the customer.
At the year end, management has to exercise significant
judgement & control as the volume of transactions are
high. Accordingly, Revenue Recognition is identified as a
Key Audit Matter.
246
How our audit addressed the Key Audit Matter
Our procedures included the following steps:
Obtaining an understanding of policies and procedures in
respect of identification of related parties and transactions
with them. We also traced the related parties from declaration
given by directors and financial statements of the subsidiaries,
wherever applicable.
Read the minutes of the meetings of Board of Directors
and Audit Committee and verified that the transactions are
approved in accordance with internal procedures and the
applicable regulations.
√
√
Tested on a sample basis the arrangements between the
related parties along with supporting documents to evaluate
the assertions that the transactions were at arm’s length and
in the ordinary course of business.
Evaluated and tested on a sample basis the rights and
obligations of the related parties and assessed whether the
transactions were recorded appropriately and disclosed.
√ We have also relied upon the audited financial statements of
the subsidiaries and audit reports issued thereupon. Also, we
have reviewed the signed component instructions received
from Statutory Auditors of the subsidiaries as per SA 600.
Our procedures as mentioned above did not identify any findings
that are significant for the consolidated financial statements as
whole in respect of accounting, presentation and disclosure of
Related Party Transactions.
Our procedures included, but were not limited to the following:
√
√
√
√
√
Assessed the appropriateness of the Holding Company’s
revenue recognition accounting policies as per Ind AS 115
-Revenue from Contracts with Customers.
Obtained an understanding and assessed the design,
implementation and operating effectiveness of key internal
controls over recognition and measurement of revenue in
accordance with customer contracts, including correct timing
of revenue recognition.
Performed substantive testing (including year-end cut-
off testing) by selecting samples of revenue transactions
recorded during the year, verifying with the underlying
documents i.e sales invoices, dispatch documents including
shipping biil, Airway bill, bill of lading, forwarder cargo receipt
etc.
Performed cut off testing, on sample basis to ensure that the
revenue from sale of goods is recognized in the appropriate
period.
Assessed manual journals posted to revenue to identify
unusual items and tested the same on a sample basis.
pearl global industries limited INDEPENDENT AuDITOR’S REPORT (Contd.)
Key Audit Matter
How our audit addressed the Key Audit Matter
√
√
Performed analytical procedures for reasonableness of
revenues disclosed vis-à-vis the direct and indirect costs
involved.
Considered adequacy of the Group’s disclosures in respect
of revenue and related estimates and judgements in the
Consolidated Ind AS financial statements.
Based on our procedures as mentioned above, we did not identify
any findings that are significant for the financial statements as
whole in respect of accounting, presentation and disclosure of
Revenue Recognition.
the assets and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant
to the preparation and presentation of the consolidated
financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error, which have been used for the purpose of preparation
of the consolidated financial statements by the directors of
the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the
respective Board of Directors of the Company included
in the Group are responsible for assessing the ability of
the Group to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless Board of Directors
either intends to liquidate the Group respective companies
or to cease operations, or has no realistic alternative but to
do so.
The respective Board of Directors of the companies
included in the Group are also responsible for overseeing
their financial reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
247
Information other than Consolidated Financial Statements
and Auditor’s Reports thereon
The Holding Company’s Board of Directors is responsible
for the other information. The other information comprises
the information included in the annual report but does
not include the consolidated financial statements and our
auditor’s report thereon. The Annual Report is expected to
be made available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements, our responsibility is to read the other information
when it becomes available and, in doing so, consider
whether the other information is materially inconsistent with
the consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated.
When we read the Annual Report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance.
Responsibility of Management and Those Charged with
Governance for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for
the matters stated in section 134(5) of the Act with respect
to preparation of these consolidated financial statements
that give a true and fair view of the consolidated financial
position, consolidated financial performance, consolidated
total comprehensive income, consolidated changes in equity
and consolidated cash flows of the Group in accordance
with the Ind AS and other accounting principles generally
accepted in India, including the Ind AS specified under
Section 133 of the Act. The respective Board of Directors
of the companies included in the Group are responsible
for maintenance of the adequate accounting records in
accordance with the provisions of the Act for safeguarding
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 INDEPENDENT AuDITOR’S REPORT (Contd.)
decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Holding
Company and Subsidiaries which are incorporated
in India has adequate internal financial controls with
reference to the financial statements in place and the
operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
Conclude on the appropriateness of management’s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
ability of the Group to continue as a going concern.
If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities within the Group to which we are independent
•
•
•
•
•
•
248
auditors to express an opinion on the consolidated
financial statements. We are responsible for the
direction, supervision and performance of the audit of
the consolidated financial statements of such entities
included in the consolidated financial statements of
which we are the independent auditors. For the entities
consolidated in the consolidated financial statements,
which have been audited by other auditors, such other
auditors are responsible for the direction, supervision
and performance of the audits carried out by them. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance of
the Holding Company and such other entities included in
the consolidated financial statements of which we are the
independent auditors regarding, among other matters, the
planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the consolidated financial
statements for the financial year ended March 31, 2023
and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.
Other Matters
(a) We did not audit the financial statements of five
subsidiaries included in the consolidated financial
statements, whose financial statements
reflect
total assets (before eliminating of inter-company
transaction of ` 22,087.36 lakh) of ` 124,951.16 lakh
as at March 31,2023, total revenues (before eliminating
of inter-company transaction of ` 90,390.23 lakh)
of ` 334,135.77 lakh , total net profit after tax (before
eliminating of inter-company transaction of ` Nil)
of ` 10,922.06 lakh and total comprehensive income
(before eliminating of inter-company transaction of
` (114.62) lakh) of ` 9813.06 lakh for the year ended
pearl global industries limited INDEPENDENT AuDITOR’S REPORT (Contd.)
March 31, 2023 respectively and total net cash inflow
of ` 11,167.30 lakh for the year ended March 31, 2023,
as considered in the consolidated financial statements.
These financial statements and other information have
been audited by other auditors whose reports have
been furnished to us by the Management and our
conclusion on the consolidated financial statements,
in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries, and our report
in terms of Regulation read with the Circulars, in so far
as it relates to the aforesaid subsidiaries, are based on
the reports of the other auditors and the procedures
performed by us as stated in paragraph below.
(b) Further, of these subsidiaries, three subsidiaries are
located outside India whose financial statements
and other financial information have been prepared
in accordance with accounting principles generally
accepted in their respective countries and which
have been
reviewed by other auditors under
generally accepted auditing standards applicable in
their respective countries. The Holding Company’s
Management has converted the financial statements
of such subsidiaries from accounting principles
generally accepted in their respective countries to
accounting principles generally accepted in India.
Independent firm of Chartered Accountant have
audited these conversion adjustments made by the
Holding Company management in India. Our opinion
in so far as it relates to the balances and affairs of
such subsidiary companies located outside India are
based on the report of other auditor in their respective
countries and conversion adjustments prepared by
the Management and audited by independent firm of
Chartered Accountants of India.
Our opinion on the consolidated financial statement is
not modified in respect of the above matter with respect
to our reliance on the work done and the reports of the
other auditors.
(c) The Consolidated financial statements also include
the financial statements of one foreign subsidiary
whose financial statements reflect
total assets
(before eliminating of inter-company transaction of
` 61.67 lakh) ` 1071.54 lakh as at March 31,2023,
total revenues (before eliminating of inter-company
transaction of `1832.89 lakh) of ` 4453.60 lakh,
total net profit after tax (before eliminating of inter-
company transaction of ` Nil) of ` 0.66 lakh & total
comprehensive income (before eliminating of inter-
company transaction of ` Nil) of ` 8.97 lakh for the year
ended March 31,2023 and net cash inflow of ` 342.85
lakh for the year ended March 31, 2023 as considered
in the consolidated financial statements, which have
not been audited. These financial statements have
been certified by the respective Management and
furnished to us by Holding Company’s Management.
Our conclusion, in so far as it relates to the amounts
included in respect of aforesaid subsidiary, is based
solely on such financial statements. In our view and
according to the information and explanations given
to us by the Holding Company’s Management, these
financial statements are not material to the Group.
Our conclusion is not modified in respect of this matter
with respect to our reliance on these unaudited financial
statements of aforesaid subsidiary, as certified by the
respective Management
(d) The comparative financial statement of the Group
for the year ended March 31, 2023 included in this
Consolidated financial statement, are based on the
issued statutory Consolidated financial
previously
statements which had been audited by the predecessor
auditor whose report for the year ended March 31, 2022
dated May 25, 2022 expressed an unmodified opinion
on those Consolidated financial statement. Our opinion
is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. With respect to the matters specified in the paragraph
3(xxi) and 4 of the Companies (Auditor’s Report) Order,
2020 (“the Order”/”CARO”), issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, to be included in the Auditor’s
report, according to the information and explanations
given to us, and based on the CARO reports issued by
us for the Holding Company and CARO reports issued
by respective statutory auditors of the subsidiaries
which have been included in the consolidated financial
statements of the Group & to which reporting under
CARO is applicable, we report that there are no
qualifications and adverse remarks in those CARO
reports.
2. As required by Section 143(3) of the Act, based on
our audit and on the consideration of report of the
auditor on a separate financial statement and the other
information of the subsidiaries, as noted in the ‘Other
Matters’ paragraph, we report to the extent applicable
that:
I. We/ the other auditors whose reports we have
relied upon have sought and obtained all the
249
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
INDEPENDENT AuDITOR’S REPORT (Contd.)
information and explanations which to the best of
our knowledge and belief were necessary for the
purpose of our audit of the aforesaid consolidated
financial statements.
II.
In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
consolidated financial statements have been kept
so far as it appears from our examination of those
books and reports of the other auditors.
III. The Consolidated Balance Sheet, the Consolidated
Statement of Profit and Loss (including Other
Comprehensive Income), Consolidated Statement
of Changes
in Equity and the Consolidated
Statement of Cash Flows dealt with by this Report
are in agreement with the relevant books of
account maintained for the purpose of preparation
of the consolidated financial statements.
IV.
In our opinion, the aforesaid consolidated financial
statements comply with the Ind AS specified
under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
V. On the basis of the written representations
received from the directors of the Holding
Company as on March 31, 2023, taken on record
by the Board of Directors of the Holding Company
and the reports of the statutory auditors of the
subsidiaries companies incorporated in India,
none of the directors of the Group companies
incorporated in India is disqualified as on March
31, 2023, from being appointed as a director in
terms of Section 164 (2) of the Act.
VI. With respect to the adequacy and the operating
effectiveness of the internal financial controls
with reference to these consolidated financial
statements of the Holding Company and its
subsidiaries incorporated in India, refer to our
separate report in Annexure – A.
VII. With respect to the other matters to be included
in the Auditor’s report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended, in our opinion and to the
best of our information and according to the
explanation given to us and based on the report
of other auditors as separate financial statements
of the subsidiaries, as noted in the “Other Matters”
paragraph:
a) The consolidated financial statements
disclose impact of pending litigations on the
250
consolidated financial position of the Group
- Refer Note No. 46 of the Consolidated
financial statements.
b) The Group did not have any material
foreseeable losses on long-term contracts
including derivative contracts during the
year ended March 31, 2023.
c) There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Holding Company and its subsidiaries
companies incorporated in India for the year
ended March 31, 2023.
d)
i.
The respective Managements of the
Holding Company and its subsidiaries
incorporated in India whose financial
statements have been audited in the
act have represented to us and the
other auditors of such subsidiaries
have reported that, to the best of its
knowledge and belief, as disclosed
in the Note 53 to the accounts, no
(which are material either
funds
individually or in the aggregate) have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Holding Company
or any of such subsidiaries to or in
any other person or entity, including
foreign entity (“Intermediaries”), with
the understanding, whether recorded
in writing or otherwise,
the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Holding Company
or any of such subsidiaries (“Ultimate
any
or
Beneficiaries”)
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;
provide
that
ii.
The respective Managements of the
Holding Company and its subsidiaries
incorporated in India have represented,
that, to the best of its knowledge and
belief, as disclosed in the Note 53 to the
accounts, no funds (which are material
either individually or in the aggregate)
have been received by the Holding
pearl global industries limited
INDEPENDENT AuDITOR’S REPORT (Contd.)
Company or any of such subsidiaries
from any person or entity, including
foreign entity (“Funding Parties”), with
the understanding, whether recorded
in writing or otherwise, that the Holding
Company or any of such subsidiaries
shall, directly or
lend or
indirectly,
invest
in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
in
iii. Based on such audit procedures that
has been considered reasonable and
the circumstances,
appropriate
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under
(i) & (ii) above, contain any material
misstatement.
e) The first interim dividend declared and paid
by the Holding Company during the year
and is in accordance with section 123 of the
Companies Act 2013. Further, as stated in
note 50 to the financial statements, second
interim dividend declared by the Holding
Company for the year is in accordance
with section 123 of the Companies Act
2013, to the extent, it applies to declaration
of dividend. However, the second interim
dividend was not paid on the date of this
audit report.
the
subsidiaries
companies
Further,
incorporated in India, consolidated in the
group, have not declared any dividend during
the year.
f)
Proviso to rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining
books of account using accounting software
which has a feature of recording audit
trail (edit log) facility is applicable for the
Company and its subsidiaries which are
companies incorporated in India w.e.f. April
1, 2023 and accordingly, reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014 is not applicable for the financial
year ended March 31, 2023.
3. With respect to the matter to be included in the
Auditors’ report under Section 197(16):
In our opinion and based on the consideration of reports of
other statutory auditors of the subsidiaries, the managerial
remuneration for the year ended March 31, 2023, has been
paid/ provided by Holding Company and its subsidiaries
incorporated in India to their directors in accordance with
the provisions of Section 197 read with Schedule V of the
Act.
For S.R. Dinodia & Co. LLP.
Chartered Accountants,
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Place of Signature: New Delhi Membership Number 083689
UDIN: 23083689BGWOCN7329
Date: May 15, 2023
251
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
ANNExuRE ‘A’ TO THE INDEPENDENT AuDITORS’ REPORT
OF EvEN DATE ON THE CONSOlIDATED FINANCIAl
STATEMENT OF PEARl GlOBAl INDuSTRIES lIMITED
Report on the Internal Financial Controls under Clause (i)
of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
In conjunction with our audit of the consolidated financial
statements of the Group as of and for the year ended March
31, 2023, we have audited the internal financial controls with
reference to financial statements of Pearl Global Industries
Limited (the “Holding Company”) and its Subsidiaries, which
are companies incorporated in India, as of that date.
Management’s Responsibility
Controls
for
Internal Financial
The respective Board of Directors of the Holding Company
and its subsidiaries companies, which are companies
incorporated in India, are responsible for establishing and
maintaining internal financial controls based on the internal
control with reference to financial statements criteria
established by the respective Companies considering
the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered
Accountants of India (“ICAI’). These responsibilities include
the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business,
including adherence to respective 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, as required under the Companies Act,
2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the internal
financial controls with reference to these consolidated
financial statements based on our audit. We conducted
our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued by
ICAI and deemed to be prescribed under section 143(10) of
the Companies Act, 2013, to the extent applicable to an audit
of internal financial controls, both issued by the Institute
of Chartered Accountants of India. Those Standards and
the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal
financial controls with reference to financial statements was
252
established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system with reference to financial statements and
their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included
obtaining an understanding of internal financial controls with
reference to financial statements, assessing the risk that a
material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on
the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements,
whether due to fraud or error.
We believe that the audit evidence we have obtained, and
the audit evidence obtained by the other auditors in terms
of their reports referred to in the Other Matters paragraph
below, is sufficient and appropriate to provide a basis for our
audit opinion on the Holding Company’s internal financial
controls with reference to these consolidated financial
statements.
Meaning of Internal Financial Controls with reference to
financial statements
A company’s internal financial control with reference to
these consolidated financial statements
is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s
internal financial control with reference
to financial
statements includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are
being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on
the financial statements.
pearl global industries limited ANNExuRE ‘A’ TO THE INDEPENDENT AuDITORS’ REPORT (Contd.)
Inherent Limitations of Internal Financial Controls with
reference to financial statements
Because of the inherent limitations of internal financial
controls with reference to these consolidated financial
statements, including the possibility of collusion or improper
management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls
with reference to these consolidated financial statements
to future periods are subject to the risk that the internal
financial control with reference to these consolidated
financial statements may become inadequate because of
changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according
to the explanation given to us and based on consideration
of the reports of the other auditors referred to in Other
Matter paragraph below, the Holding and its Subsidiaries
companies, which are companies incorporated in India,
have, in all material respects, an adequate internal financial
controls system with reference to these consolidated
financial statements and such internal financial controls
with reference to these consolidated financial statements
were operating effectively as at March 31, 2023, based on
the internal control criteria established by the respective
companies considering the essential components of
internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued
by the Institute of Chartered Accountants of India.
Other Matters
Our aforesaid report under Section 143 (3) (i) of the Act on
the adequacy and operating effectiveness of the internal
financial controls, in so far as it relates to two subsidiary
companies, which are incorporated in India and where such
reporting under section 143(3) of the companies Act 2013,
is applicable is based on the corresponding report of the
auditor of such subsidiary incorporated in India. Our opinion
is not modified in respect of the above matters.
For S.R. Dinodia & Co. LLP.
Chartered Accountants,
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Place of Signature: New Delhi Membership Number 083689
UDIN: 23083689BGWOCN7329
Date: May 15, 2023
253
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 CONSOlIDATED BAlANCE SHEET
as at March 31, 2023
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
Note
March 31, 2023
No.
As At
March 31, 2022
(i)
Investments
(ii) Trade receivables
(iii) Cash and cash equivalents
(iv) Bank balances other than cash and cash equivalents
(v) Loans
(vi) Other financial assets
I.
II.
Assets
Non-current assets
(a) Property, plant and equipment
(b) Capital work in progress
(c) Right of use assets
(d)
(e) Goodwill
(f) Other Intangible assets
(g) Financial assets
Investment properties
Investments
(i)
(ii) Loans
(iii) Other financial assets
(h) Non current tax assets (net)
(i) Deferred tax assets (net)
(j) Other non current assets
Total Non-current assets
Current assets
Inventories
(a)
(b) Financial assets
(c) Other current assets
Total current assets
Total assets
Equity and liabilities
Equity
(a) Equity share capital
(b) Other equity
Equity attributable to equity shareholders
Non - controlling interest
Total equity
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings
(ia) Lease Liabilities
(ii) Others financial liabilities
(b) Provisions
(c) Deferred tax liabilities (net)
(d) Other non current liabilities
Total non- current liabilities
Current liabilities
(a) Financial liabilities
(i) Borrowings
(ia) Lease Liabilities
(ii) Trade payables
(iii) Other financial liabilities
(b) Other current liabilities
(c) Provisions
(d) Current tax liabilities (net)
Total current liabilities
Total equity and liabilities
-
-
Total outstanding due of micro enterprises and
small enterprises
Total outstanding due of creditors other than micro
enterprises and small enterprises
4
5
49
6
7
8
9
10
11
13
12
14
15
9
16
17
18
10
11
14
19
20
21
49
23
24
12
25
22
49
26
23
25
24
27
28,822.60
3,312.61
13,393.26
5,736.05
1,924.67
156.19
5,415.10
27.16
809.25
2,048.00
138.49
163.61
61,946.99
51,329.69
562.16
20,936.17
25,614.50
3,832.23
2,538.00
815.43
10,489.02
1,16,117.20
1,78,064.19
2,166.39
70,080.17
72,246.56
2,030.67
74,277.23
8,930.19
9,682.32
446.62
2,886.64
60.02
96.53
22,102.32
35,908.24
1,251.13
744.87
38,423.82
1,395.08
1,937.03
140.97
1,883.50
81,684.64
1,78,064.19
25,815.42
1,521.50
11,168.15
5,904.48
1,800.78
72.06
4,985.82
125.01
1,096.34
601.00
89.81
210.77
53,391.14
53,958.18
532.26
36,662.31
11,685.07
3,292.39
3,459.46
590.85
14,490.19
1,24,670.71
1,78,061.85
2,166.39
57,727.53
59,893.92
1,593.33
61,487.25
12,382.81
7,161.40
240.92
2,427.56
256.64
3,006.07
25,475.40
44,031.37
883.75
663.99
43,204.80
904.09
948.52
244.81
217.87
91,099.20
1,78,061.85
Summary of Significant Accounting Policies
The accompanying notes form an integral part of these consolidated financial statements
3
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
254
pearl global industries limited
CONSOlIDATED STATEMENT OF PROFIT AND lOSS
for the year ended March 31, 2023
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
Note
No.
For the Year ended
March 31, 2023
For the Year ended
March 31, 2022
I
II
III
IV
V
VI
Income
Revenue from operations
Other income
Total income
Expenses
(a) Cost of materials consumed
(b) Purchases of stock-in-trade
(c) Changes in inventories of finished goods, stock in trade and
work in progress
(d) Employee benefits expense
(e) Finance costs
(f) Depreciation and amortisation expense
(g) Other expenses
Total expenses
Profit/ (loss) before exceptional items and tax (I-II)
Exceptional Items
Profit/ (loss) before tax (III-IV)
Tax expense:
(a) Current tax
(b) Deferred tax
(c) Adjustment of tax relating to earlier periods
VII Profit/(loss) for the year (V-VI)
VIII Other comprehensive income
(A)
(i)
Items that will not be reclassified to profit and loss
(a) Re-measurement gains/ (losses) on defined benefit plans
(b) Gain on Bargain Purchase
(c) Changes in fair value of financial assets designated at fair
(ii)
(B)
(i)
value
Income tax on items that will not be reclassified to profit and
loss
Items that will be reclassified to profit and loss
(a) Foreign exchange translation reserve
(b) Fair valuation of investment in mutual fund
(c) Net movement in effective portion of cash flow hedge
reserve
(d) Changes in fair value of financial assets designated at fair
value
Income tax on items that will be reclassified to profit and loss
(ii)
Other comprehensive income for the year, net of tax
IX Total comprehensive income for the year, net of tax
Profit Attribituable to:
Equity shareholders
Non-controlling interests
Other comprehensive income attributable to:
Equity shareholders
Non-controlling interests
Total comprehensive income attributable to:
Equity shareholders
Non-controlling interests
Earnings per share: (Face value ` 10 per share)
1) Basic (amount in `)
2) Diluted (amount in `)
X
28
29
30
31
32
33
34
35
36
37
12
38
39
3,15,840.92
2,280.99
3,18,121.91
1,49,241.21
18,901.73
(5,192.84)
56,146.52
6,517.89
5,077.64
71,190.80
3,01,882.95
16,238.96
(1,345.96)
17,584.92
2,407.75
(127.29)
5.24
15,299.22
(56.05)
506.98
(193.77)
(0.53)
(1,050.98)
-
(595.46)
(64.01)
149.87
(1,303.95)
13,995.27
14,925.44
373.78
(1,284.13)
(19.82)
13,641.31
353.96
68.90
68.79
2,71,352.90
3,345.94
2,74,698.84
1,16,530.95
40,790.23
(6,258.87)
45,862.10
4,660.37
4,833.68
60,370.37
2,66,788.84
7,910.00
(671.82)
8,581.82
1,074.08
496.86
-
7,010.88
(100.97)
-
-
(20.48)
1,242.11
(28.98)
419.03
-
(105.46)
1,405.26
8,416.14
6,814.64
196.24
1,357.87
47.39
8,172.51
243.63
31.46
31.46
Summary of Significant Accounting Policies
The accompanying notes form an integral part of these consolidated financial statements
3
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
255
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 CONSOlIDATED STATEMENT OF CASH FlOW
for the year ended March 31, 2023
Particulars
Cash Flows From Operating Activities
Profit before tax
Adjustments to reconcile profit before tax to net cash flows:
Profit on sale of current investment - Mutual Fund
Rental Income
Interest Income
Interest Paid and other borrowing cost
Depreciation and amortisation
Unwinding of discount on security deposit - Expense
Sundry balances written back
Provision written back
Loss/ (Gain) on lease modification
Allowance for bad and doubtful debts and Advances
Bad debts written off
Grant Amortised during the year
Amortisation of deferred Rental Income
Unwinding of discount on security deposits - Income
Interest on Advance Paid
Provision for amount receivable (net of expected credit loss)
Dividend Income
Fair value loss /(gain) on financial assets measured at fair value
through profit and loss
Amortisation of deferred asset - security deposit paid
Fair value loss /(gain) on financial assets measured at fair value
through OCI
Stock compensation expenses
Foreign exchange translation
Operating Profit Before Working Capital Changes
Changes In Operating Assets And Liabilities:
(Increase)/Decrease in other non-current financial assets
(Increase)/Decrease in other non-current assets
(Increase)/Decrease in Inventories
(Increase)/Decrease in Trade Receivables
(Increase)/Decrease in other current financial assets
(Increase)/Decrease in other current assets
Increase/(Decrease) in other non-current financial liabilities
Increase/(Decrease) in non-current provisions
Increase/(Decrease) in other non-current liabilities
Increase/(Decrease) in Trade Payables
Increase/(Decrease) in other current financial liabilities
Increase/(Decrease) in current provisions
Increase/(Decrease) in other current liabilities
Cash Generated From Operations
Direct Tax paid (Net of Refunds)
Cash flow before exceptional items
Exceptional items
Net Cash Inflow From/(Used In) Operating Activities
Cash Flows From Investing Activities
Purchase of property, plant and equipment (including ROU, net of
Lease Liabilities)
Sale proceeds of property, plant and equipment
(Increase)/Decrease in Capital work in progress
256
(All amounts are in ` Lakhs, unless otherwise stated)
For the Year ended
March 31, 2023
For the Year ended
March 31, 2022
17,584.93
(97.05)
(751.10)
(436.38)
6,499.74
5,077.63
18.15
(91.51)
(98.50)
86.09
151.07
227.11
(1.00)
(19.36)
(32.81)
(827.00)
(2,122.92)
36.54
13.19
-
-
270.51
(1,118.55)
24,368.79
306.44
(16.99)
2,628.49
15,630.35
(237.78)
3,485.55
205.69
402.50
(2,908.54)
(4,608.60)
(5.98)
(103.84)
988.51
40,134.59
(2,312.36)
37,822.23
(1,345.96)
36,476.27
8,581.82
(16.34)
(742.30)
(310.44)
3,484.17
4,833.68
14.08
(297.41)
(204.11)
(50.38)
469.98
2.93
(1.00)
(16.44)
(26.72)
-
-
-
(209.27)
3.13
28.98
-
662.27
16,206.64
144.29
(18.41)
(26,081.21)
(12,670.09)
(475.39)
(4,912.39)
120.08
117.44
(6.28)
19,489.37
22.02
112.14
242.04
(7,709.76)
(768.27)
(8,478.03)
(671.82)
(9,149.85)
(6,777.07)
(8,320.85)
4,748.91
(1,791.11)
168.59
3,179.96
(A)
pearl global industries limited Consolidated Statement of Cash Flow
for the year ended March 31, 2023 (Contd.)
Particulars
Sale proceeds of Investment Properties
Purchase of Intangible assets
(Increase)/decrease in capital advances
Increase/(decrease) in capital creditor
(Increase)/Decrease in non-current Investments
(Increase)/Decrease in current Investments
Acquisition of Subsidiary
(Increase)/Decrease in non-current Loans
(Increase)/Decrease in current Loans
(Increase)/Decrease in bank deposit
Interest Income
Rental Income
Net Cash From/ (Used In) Investing Activities
Cash Flows From Financing Activities
Increase/ (Decrease) in Long Term Borrowings
Lease Rental paid
Increase/ (Decrease) in Short Term Borrowings
Dividend Paid
Share application money received from NCI
Interest paid (net)
Net cash inflow from/(used in) Financing Activities
Net Increase (Decrease) In Cash And Cash Equivalents (A+B+C)
Opening Balance of Cash and Cash Equivalents
Total Cash And Cash Equivalents (Refer note 17)
Components Of Cash And Cash Equivalents
Cash, Cheque/drafts on hand
With banks - on current account
With banks - on deposits with banks
Total Cash and Cash Equivalents (Refer note 17)
Notes :
(All amounts are in ` Lakhs, unless otherwise stated)
For the Year ended
March 31, 2023
168.44
(254.63)
121.66
31.37
(735.93)
67.15
184.36
97.85
921.46
(539.84)
436.38
751.10
(2,569.90)
For the Year ended
March 31, 2022
714.60
(48.51)
14.12
(110.84)
315.05
(119.75)
-
2,040.43
(1,751.73)
(1,070.70)
284.18
742.30
(3,963.14)
(3,452.62)
(2,135.82)
(8,123.13)
(764.39)
-
(5,500.97)
(19,976.93)
13,929.42
11,685.08
25,614.50
73.55
20,075.91
5,465.04
25,614.50
(61.14)
(2,011.71)
19,910.74
-
55.89
(2,567.03)
15,326.75
2,213.73
9,471.34
11,685.07
1,013.27
10,356.64
315.15
11,685.07
(B)
(C)
a) The above Consolidated statement of Cash Flows has been prepared under the Indirect Method as set out in IND AS 7
‘Statement of Cash Flows’.
b) For the Increase/ (Decrease) in liabilities arising from financing activities in respect of non-cash transactions, refer
respective standalone financial statements of holding company & subsidiary companies.
Summary of Significant Accounting Policies
The accompanying notes form an integral part of these consolidated financial statements
3
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
257
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 -
9
3
.
6
6
1
2
,
9
3
.
6
6
1
2
,
-
9
3
.
6
6
1
2
,
e
g
d
e
H
-
m
o
c
r
e
h
t
o
e
v
r
e
s
e
R
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
l
a
t
o
T
y
t
i
u
q
E
-
n
o
N
l
a
t
o
T
g
n
i
l
l
o
r
t
n
o
c
r
e
h
t
O
t
s
e
r
e
t
n
i
y
t
i
u
q
E
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
o
f
o
s
m
e
t
I
e
m
o
c
n
i
l
s
u
p
r
u
S
&
e
v
r
e
s
e
R
e
v
r
e
s
e
R
y
c
n
e
r
r
u
C
e
v
i
t
c
e
f
f
E
n
i
e
g
n
a
h
C
e
r
a
h
S
i
d
e
n
a
t
e
R
l
a
t
i
p
a
C
-
a
m
a
g
a
m
A
l
l
a
t
i
p
a
C
y
t
i
r
u
c
e
S
e
v
r
e
s
e
R
l
w
o
F
h
s
a
C
h
g
u
o
r
h
t
t
n
e
m
y
a
P
n
o
i
t
a
l
s
n
a
r
T
f
o
n
o
i
t
r
o
P
t
n
e
m
t
s
e
v
n
i
d
e
s
a
B
i
g
n
n
r
a
E
-
e
r
e
v
r
e
s
e
v
r
e
s
e
R
n
o
i
t
n
o
i
t
p
m
e
d
e
R
i
m
u
m
e
r
P
e
v
r
e
s
e
R
l
a
r
e
n
e
G
e
v
r
e
s
e
R
8
8
.
0
1
0
7
,
.
4
2
6
9
1
4
6
.
4
1
8
6
,
-
-
)
5
4
.
1
2
1
(
)
4
6
6
2
(
.
)
1
8
.
4
9
(
-
-
-
-
.
)
0
9
0
5
6
1
(
,
.
7
4
3
7
2
1
,
-
-
.
3
4
7
7
3
9
8
.
8
4
8
0
5
,
2
8
.
3
9
2
1
,
7
0
.
5
5
5
9
4
,
3
7
.
8
4
4
5
,
)
6
9
.
1
8
2
1
(
,
)
3
5
.
9
0
3
(
8
8
.
5
5
1
7
.
6
2
5
1
,
8
8
5
5
.
3
0
4
7
.
7
6
.
2
5
4
1
,
.
1
1
2
4
2
1
,
8
9
.
6
0
5
1
5
.
9
5
2
2
0
.
7
5
1
-
-
.
8
3
3
8
8
9
.
6
0
5
4
6
.
3
7
1
5
.
9
5
2
2
2
.
9
9
2
5
1
,
.
8
7
3
7
3
4
4
.
5
2
9
4
1
,
-
-
-
)
7
9
2
(
.
6
8
.
0
2
3
9
5
,
3
3
.
3
9
5
1
,
3
5
.
7
2
7
7
5
,
4
9
.
9
3
0
5
,
-
-
-
-
)
9
5
.
5
4
4
(
-
)
9
5
.
5
4
4
(
-
.
)
9
5
5
4
4
(
-
-
-
-
-
.
7
5
3
1
3
8
0
.
5
0
3
.
)
1
0
3
0
1
(
)
1
1
.
5
3
(
-
-
-
-
-
-
-
-
-
-
.
1
5
9
5
2
.
4
6
4
1
8
6
,
2
6
.
8
6
6
3
2
,
)
1
8
4
9
(
.
-
1
4
.
8
8
3
0
3
,
.
4
4
5
2
9
4
1
,
-
-
-
-
-
-
-
-
-
1
6
6
7
.
-
-
-
.
8
9
6
0
5
5
9
.
5
2
6
0
0
.
5
9
0
9
.
3
0
1
7
1
,
6
3
.
4
0
2
4
,
1
2
0
2
,
1
0
l
i
r
p
A
t
a
s
A
e
c
n
a
a
B
l
-
-
-
-
-
-
-
-
-
-
-
-
t
fi
e
n
e
b
e
h
t
f
o
t
n
e
m
e
r
u
s
a
e
m
e
R
t
c
e
f
f
e
x
a
t
f
o
t
e
n
,
n
a
p
l
r
a
e
y
e
h
t
g
n
i
r
u
d
s
t
n
e
m
t
s
u
d
A
j
e
m
o
c
n
i
I
e
v
s
n
e
h
e
r
p
m
o
C
r
e
h
t
O
y
e
n
o
M
n
o
i
t
a
c
i
l
p
p
A
e
r
a
h
S
r
a
e
y
e
h
t
r
o
f
)
s
s
o
l
(
/
t
fi
o
r
P
5
9
.
5
2
6
0
0
.
5
9
0
9
.
3
0
1
7
1
,
6
3
.
4
0
2
4
,
2
2
0
2
,
1
3
h
c
r
a
M
t
a
s
A
e
c
n
a
a
B
l
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
e
h
t
g
n
i
r
u
d
d
e
r
i
u
q
c
a
y
r
a
d
s
b
u
s
i
i
e
v
r
e
s
e
R
t
n
e
m
y
a
p
d
e
s
a
b
e
r
a
h
S
r
a
e
y
e
h
t
g
n
i
r
u
d
s
t
n
e
m
t
s
u
d
A
j
e
v
i
t
c
e
f
f
e
n
i
t
n
e
m
e
v
o
m
t
e
N
e
g
d
e
h
w
o
l
f
h
s
a
c
f
o
n
o
i
t
r
o
p
t
c
e
f
f
e
x
a
t
f
o
t
e
n
,
e
v
r
e
s
e
r
r
a
e
y
n
o
e
s
a
h
c
r
u
P
n
a
g
r
a
B
n
o
n
a
G
i
i
r
a
e
y
e
h
t
r
o
f
)
s
s
o
l
(
/
t
fi
o
r
P
r
a
e
y
e
h
t
g
n
i
r
u
d
s
e
g
n
a
h
C
r
a
e
y
e
h
t
g
n
i
r
u
d
s
e
g
n
a
h
C
3
2
0
2
,
1
3
h
c
r
a
M
t
a
s
A
2
2
0
2
,
1
3
h
c
r
a
M
t
a
s
A
1
2
0
2
,
1
0
l
i
r
p
A
t
a
s
A
y
t
i
u
q
E
r
e
h
t
O
.
A
l
a
t
i
p
a
C
e
r
a
h
S
y
t
i
u
q
E
.
A
i
)
d
e
t
a
t
s
e
s
w
r
e
h
t
o
s
s
e
n
u
l
,
s
h
k
a
L
`
n
i
e
r
a
s
t
n
u
o
m
a
l
l
A
(
I
Y
T
u
Q
E
N
I
S
E
G
N
A
H
C
F
O
T
N
E
M
E
T
A
T
S
3
2
0
2
,
1
3
h
c
r
a
M
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
258
pearl global industries limited
l
a
t
o
T
y
t
i
u
q
E
-
n
o
N
l
a
t
o
T
g
n
i
l
l
o
r
t
n
o
c
r
e
h
t
O
t
s
e
r
e
t
n
i
y
t
i
u
q
E
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
o
f
o
s
m
e
t
I
e
m
o
c
n
i
l
s
u
p
r
u
S
&
e
v
r
e
s
e
R
e
v
r
e
s
e
R
y
c
n
e
r
r
u
C
e
v
i
t
c
e
f
f
E
n
i
e
g
n
a
h
C
e
r
a
h
S
i
d
e
n
a
t
e
R
l
a
t
i
p
a
C
-
a
m
a
g
a
m
A
l
l
a
t
i
p
a
C
y
t
i
r
u
c
e
S
e
v
r
e
s
e
R
l
w
o
F
h
s
a
C
h
g
u
o
r
h
t
t
n
e
m
y
a
P
n
o
i
t
a
l
s
n
a
r
T
f
o
n
o
i
t
r
o
P
t
n
e
m
t
s
e
v
n
i
d
e
s
a
B
i
g
n
n
r
a
E
-
e
r
e
v
r
e
s
e
v
r
e
s
e
R
n
o
i
t
n
o
i
t
p
m
e
d
e
R
i
m
u
m
e
r
P
e
v
r
e
s
e
R
l
a
r
e
n
e
G
e
v
r
e
s
e
R
)
.
d
t
n
o
C
(
3
2
0
2
,
1
3
h
c
r
a
M
d
e
d
n
e
r
a
e
y
e
h
t
r
o
f
y
t
i
u
q
e
n
i
s
e
g
n
a
h
c
f
o
t
n
e
m
e
t
a
t
S
)
8
5
.
6
5
(
)
0
7
9
1
(
.
)
8
8
.
6
3
(
-
)
0
8
.
4
2
6
1
(
,
-
)
0
8
.
4
2
6
1
(
,
-
)
8
7
.
5
0
3
1
(
,
)
2
1
0
(
.
)
6
6
.
5
0
3
1
(
,
.
)
9
8
7
4
0
1
(
,
-
-
-
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
-
.
)
7
7
7
5
2
(
-
-
e
g
d
e
H
-
m
o
c
r
e
h
t
o
e
v
r
e
s
e
R
-
)
8
8
6
3
(
.
.
)
0
8
4
2
6
1
(
,
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
t
fi
e
n
e
b
e
h
t
f
o
t
n
e
m
e
r
u
s
a
e
m
e
R
t
c
e
f
f
e
x
a
t
f
o
t
e
n
,
n
a
p
l
e
m
o
c
n
i
I
e
v
s
n
e
h
e
r
p
m
o
C
r
e
h
t
O
i
d
a
p
d
n
e
d
v
D
i
i
4
8
.
0
1
1
2
7
,
7
6
.
0
3
0
2
,
7
1
.
0
8
0
0
7
,
8
0
.
9
8
9
3
,
)
1
5
.
0
4
1
(
)
8
8
.
2
9
2
(
1
5
.
9
5
2
8
7
.
8
2
7
3
4
,
8
9
.
6
0
5
5
9
.
5
2
6
0
0
.
5
9
0
9
.
3
0
1
7
1
,
6
3
.
4
0
2
4
,
3
2
0
2
,
1
3
h
c
r
a
M
t
a
s
A
e
c
n
a
a
B
l
)
3
.
o
N
e
t
o
N
(
s
e
c
i
i
l
o
P
g
n
i
t
n
u
o
c
c
A
t
n
a
c
fi
n
g
S
f
o
y
r
a
m
m
u
S
i
i
s
t
n
e
m
e
t
a
t
s
l
i
a
c
n
a
n
fi
d
e
t
a
d
i
l
o
s
n
o
c
e
s
e
h
t
f
o
t
r
a
p
l
a
r
g
e
t
n
i
n
a
m
r
o
f
s
e
t
o
n
g
n
y
n
a
p
m
o
c
c
a
e
h
T
i
d
e
t
i
i
m
L
s
e
i
r
t
s
u
d
n
I
l
a
b
o
G
l
l
r
a
e
P
f
o
s
r
o
t
c
e
r
i
D
f
o
d
r
a
o
B
f
o
f
l
a
h
e
b
n
o
&
r
o
F
d
e
h
c
a
t
t
a
e
t
a
d
n
e
v
e
f
o
t
r
o
p
e
r
r
u
o
r
e
p
s
A
5
0
0
0
0
5
N
/
N
8
7
4
1
0
0
r
e
b
m
u
N
n
o
i
t
a
r
t
s
g
e
R
s
m
’
i
r
i
F
P
L
L
.
o
C
&
i
a
d
o
n
D
i
.
.
R
S
r
o
F
s
t
n
a
t
n
u
o
c
c
A
d
e
r
e
t
r
a
h
C
r
e
c
fi
f
O
l
i
i
a
c
n
a
n
F
f
e
h
C
i
)
i
n
a
m
o
S
a
r
d
n
e
r
a
N
(
5
5
1
2
9
0
.
o
N
.
M
)
i
h
d
n
a
G
y
a
n
a
S
(
j
0
8
3
6
9
0
.
o
N
.
M
O
F
C
p
u
o
r
G
r
o
t
c
e
r
i
D
g
n
g
a
n
a
M
i
)
e
e
j
r
e
n
a
B
b
a
l
l
a
P
(
9
4
7
3
9
1
7
0
N
D
I
n
a
m
r
i
a
h
C
-
e
c
V
i
4
4
0
3
0
0
0
0
N
D
I
)
h
t
e
S
t
i
k
u
P
(
l
9
8
6
3
8
0
:
i
r
e
b
m
u
N
p
h
s
r
e
b
m
e
M
i
i
)
a
d
o
n
D
p
e
e
d
n
a
S
(
r
e
n
t
r
a
P
y
r
a
t
e
r
c
e
S
y
n
a
p
m
o
C
4
6
5
3
2
-
S
C
A
.
o
N
.
M
i
)
a
h
d
u
B
a
p
l
i
h
S
(
m
a
r
g
u
r
u
G
:
i
e
r
u
t
a
n
g
S
f
o
e
c
a
P
l
3
2
0
2
,
5
1
y
a
M
:
e
t
a
D
i
l
h
e
D
w
e
N
:
i
e
r
u
t
a
n
g
S
f
o
e
c
a
P
l
3
2
0
2
,
5
1
y
a
M
:
e
t
a
D
259
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
1 CORPORATE INFORMATION
Pearl Global Industries Limited is a public limited company domiciled in India and incorporated under the provisions of the
Companies Act,1956, and now under the Companies Act, 2013. The Company along with its subsidiaries (collectively referred
to as “the Group”), is primarily engaged in manufacturing, sourcing, distribution and export of ready to wear apparels through
its domestic and global facilities and operations. The shares of the Company are listed on BSE Limited and National Stock
Exchange of India Limited in India.
The Consolidated financial statements were authorised for issue in accordance with a resolution of the Board of Directors on
May 15, 2023.
The Company, its subsidiaries ( jointly referred to as the ‘Group’ herein under) considered in these consolidated financial
statements includes:
Name of Company
Country of
incorporation
Subsidiaries
Pearl Global Industries Limited
India
Principal activities
Porportion (%) of equity interest
As At
March 31, 2023
As At
March 31, 2022
Manufacturing and trading of
garments
Holding Company
Holding Company
Pearl Global Kausal Vikas Limited India
Skill development
SBUYS E-Commerce Limited
Sead Apparels Private Limited
India
India
Online Trading of garments
Trading of garments
Pearl Global Fareast Limited
Hong Kong
Trading of garments
Pearl Global (HK) Limited
Hong Kong
Trading of garments
Norp Knit Industries Limited
Bangladesh Manufacturing and trading of
Pearl Global USA Inc.
USA
garments
Trading and marketing of
garments
100.00
100.00
100.00
100.00
100.00
99.99
100.00
100.00
-
100.00
100.00
99.99
100.00
100.00
During the year, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company had gone into voluntarily liquidation.
The NCLT order has been received on December 16, 2022 and company has been liquidated.Accordingly, the same is not
considered in these consolidated financial statements as at March 31, 2023.
2 BASIS OF PREPARATION AND MEASUREMENT
Statement of Compliance: The Financial Statements
are prepared on an accrual basis under historical cost
convention except for certain financial instruments which
are measured at fair value. These financial statements have
been prepared in accordance with the Indian Accounting
Standards (Ind AS) as prescribed under Section 133 of
the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 as amended and
other relevant provisions of the Companies Act, 2013, as
applicable.
The accounting policies are applied consistently to all the
periods presented in the financial statements.
Basis of Preparation and presentation: The financial
statements are prepared under the historical cost convention
except for certain financial assets and liabilities (including
derivative financial instruments) that are measured at fair
value or amortised cost.
All assets and liabilities have been classified as current or
non-current according to the Group’s operating cycle and
other criteria set out in the Act. Based on the nature of
products and the time between the acquisition of assets
for processing and their realisation in cash and cash
equivalents, the Group has ascertained its operating cycle
as twelve months for the purpose of current and non-
current classification of assets and liabilities.
Going Concern
The board of directors have considered the financial position
of the Group at March 31, 2023 and the projected cash
flows and financial performance of the Group for at least
twelve months from the date of approval of these financial
statements as well as planned cost and cash improvement
actions, and believe that the plan for sustained profitability
remains on course.
The board of directors have taken actions to ensure
that appropriate long-term cash resources are in place
260
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
at the date of signing the accounts to fund the Group’s
operations.
Recent accounting pronouncements notified by Ministry
of Corporate Affairs are as under:-
Ministry of Corporate Affairs (“MCA”) notifies new standard
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time
to time. On March 31, 2023, MCA amended the Companies
(Indian Accounting Standards) Amendment Rules, 2022,
applicable from April 01, 2023, as below:
a)
Ind AS 1 - Presentation of Financial Statements
This amendment requires the entities to disclose their
material accounting policies rather than their significant
accounting policies. The effective date for adoption
of this amendment is annual periods beginning on
or after April 01, 2023. The group has evaluated the
amendment and the impact of the amendment is
insignificant in the consolidated financial statements.
b)
Ind AS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors
introduced a definition of
This amendment has
‘accounting estimates’ and included amendments to Ind
AS 8 to help entities distinguish changes in accounting
policies from changes in accounting estimates. The
effective date for adoption of this amendment is annual
periods beginning on or after April 01, 2023. The group
has evaluated the amendment and there is no impact
on its consolidated financial statements.
c)
Ind AS 12 - Income Taxes
This amendment has narrowed the scope of the
initial recognition exemption so that it does not apply
to transactions that give rise to equal and offsetting
temporary differences. The effective date for adoption
of this amendment is annual periods beginning on
or after April 01, 2023. The group has evaluated the
amendment and there is no impact on its consolidated
financial statement
Basis of Consolidation:-
The Consolidated Financial Statements have been
prepared on the following basis:-
i)
The consolidation financial statements of
the Group and its subsidiary companies have
been prepared in accordance with the Ind AS
110 “Consolidated financial statements”, on a
line-by-line basis by adding together the book
values of like items of assets, liabilities, income,
intra-group
and expenses, after eliminating
balances and intra-group transactions resulting
in unrealised profits or
losses. Accounting
policies of subsidiaries have been changed where
necessary to ensure consistency with the policies
adopted by the group (including consideration to
materiality impact, if any).
Subsidiaries are all entities over which the group
has control. The group controls an entity when
the group is exposed to, or has rights to, variable
returns from its involvement with the entity and
has the ability to affect those returns through its
power to direct the relevant activities of the entity.
Subsidiaries are fully consolidated from the date
on which control is transferred to the group. They
are deconsolidated from the date that control
ceases.
ii) The difference of the cost of investment in
subsidiaries over its share in the equity of the
investee Group as at the date of acquisition of
stake is recognised in financial statements as
Goodwill or Capital Reserve, as the case may be.
iii) Non-controlling
interests
in the net assets
of consolidated subsidiaries is identified and
presented in the consolidated Balance Sheet
separately within equity as at reporting date.
Non-controlling interests in the net assets of
consolidated subsidiaries consists of:
-
-
The amount of equity attributable to Non-
controlling interests at the date on which
investment in a subsidiary is made; and
The Non-controlling
interests share of
movements in equity since the date parent
subsidiary relationship came into existence.
The profit and other comprehensive income
attributable to Non-controlling interestsof
subsidiaries are shown separately in the
consolidated statement of profit and loss,
consolidated statement of changes in equity
and balance sheet respectively.
iv) The Consolidated Financial Statements are
presented, to the extent possible, in the same
format as adopted by the Holding Group for its
individual financial statements.
v) Translation of Financial Statements of Foreign
Operations
-
In view of Ind As-“21”
‘The effects of
Changes in Foreign Exchange Rates’, the
operations of all the foreign subsidiaries are
261
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
-
-
identified as non integral operations of the
Group in the current year and translated into
Indian Rupee (`).
The Assets and Liabilities of Foreign
including Goodwill/ Capital
operations,
Reserve arising on consolidation, are
translated in Indian Rupee (`) at foreign
exchange rate at closing rate ruling as at
the balance sheet date and the revenue
and expenses of foreign operations are
translated in Indian Rupee (`) at yearly
average currency exchange rate, of the
respective years.The Assets and Liabilities
of Foreign operations, including Goodwill/
Capital Reserve arising on consolidation, are
translated in Indian Rupee (INR) at foreign
exchange rate at closing rate ruling as at the
balance sheet date.
Foreign
arising
exchange differences
on translation of “Non-integral Foreign
Operations” are recognised as,
‘foreign
exchange translation reserve’ in balance
sheet under the head
items of other
comprehensive income as items that will be
reclassified subsequently to statement of
profit and loss.The revenue and expenses
of foreign operations are translated in Indian
Rupee (INR) at yearly average currency
exchange rate, of the respective years.
2 SIGNIFICANT ACCOUNTING POLICIES
Note 3:
a) Significant accounting judgements, estimates and
assumptions
In preparing these financial statements, Management
has made judgements, estimates and assumptions
that affect the application of the Group’s accounting
policies and the reported amounts of assets, liabilities,
income and expenses. Management believes that
the estimates used in the preparation of the financial
statements are prudent and reasonable. Actual
results may differ from these estimates. Estimates
and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are
recognised prospectively.
Use of Estimates and Judgements
The key assumptions concerning the future and other
key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material
262
adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described
below. The Group based
its assumptions and
estimates on parameters available when the financial
statements were prepared. Existing circumstances
and assumptions about future developments, however,
may change due to market changes or circumstances
arising that are beyond the control of the Group. Such
changes are reflected in the assumptions when they
occur. Also, the Group has made certain judgements in
applying accounting policies which have an effect on
amounts recognised in the financial statements.
i)
Income taxes
The Group is subject to income tax laws as
applicable in respective countries. Significant
judgment is required in determining provision
for income taxes. There are many transactions
and calculations for which the ultimate tax
determination is uncertain during the ordinary
course of business. The Group recognises
liabilities for anticipated tax issues based on
estimates of whether additional taxes will be due.
Where the final tax outcome of these matters
is different from the amounts that were initially
recorded, such differences will impact the income
tax and deferred tax provisions in the period in
which such determination is made. Where tax
positions are uncertain, accruals are recorded
within income tax liabilities for management’s best
estimate of the ultimate liability that is expected
to arise based on the specific circumstances
and the Group’s historical experience. Factors
that may have an impact on current and deferred
taxes include changes in tax laws, regulations
or rates, changing interpretations of existing tax
laws or regulations, future levels of research and
development spending and changes in pre-tax
earnings.
ii) Contingencies
Contingent Liabilities may arise from the ordinary
course of business in relation to claims against
the Group, including legal and other claims.
By virtue of their nature, contingencies will be
resolved only when one or more uncertain future
events occur or fail to occur. The assessment
of the existence, and potential quantum, of
contingencies inherently involves the exercise of
significant judgements and the use of estimates
regarding the outcome of future events.
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
iii) Recoverability of deferred taxes
In assessing the recoverability of deferred tax
assets, management considers whether it is
probable that taxable profit will be available
against which the losses can be utilised. The
ultimate realisation of deferred tax assets is
dependent upon the generation of future taxable
income during the periods in which the temporary
differences become deductible. Management
considers the projected future taxable income
and tax planning strategies
in making this
assessment.
iv) Defined benefit plans
The present value of the gratuity and compensated
absences are determined using actuarial
involves
valuations. An actuarial valuation
making various assumptions that may differ from
actual developments in the future. These include
the determination of the discount rate, future
salary increases and mortality rates. Due to the
complexities involved in the valuation and its
long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting
date.
The parameter most subject to change is the
discount rate. In determining the appropriate
discount rate for plans operated in India, the
actuary considers the interest rates of government
bonds in currencies consistent with the currencies
of the post-employment benefit obligation. The
mortality rate is based on publicly available
mortality tables for the specific countries. Those
mortality tables tend to change only at interval in
response to demographic changes. Future salary
increases and gratuity increases are based on
expected future inflation rates for the respective
countries.
v) Useful lives of property, plant and equipment
The Group reviews the useful life of property,
plant and equipment at the end of each reporting
period. This reassessment may result in change
in depreciation expense in future periods.
vi) Leases
assessing whether
Where the Group is the lessee, key judgements
arrangements
include
contain a lease and determining the lease term.
To assess whether a contract contains a lease
requires judgement about whether it depends
on a specified asset, whether the Group obtains
substantially all the economic benefits from the
use of that asset and whether the the Group has
a right to direct the use of the asset. In order to
determine the lease term judgement is required
as extension and termination options have to be
assessed along with all facts and circumstances
that may create an economic incentive to exercise
an extension option, or not exercise a termination
option. The Group revises the lease term if there
is a change in the non-cancellable period of a
lease. Estimates include calculating the discount
rate which is generally based on the incremental
lease being
borrowing rate specific to the
evaluated or for a portfolio of leases with similar
characteristics.
Where the The Group is the lessor, the treatment
of leasing transactions is mainly determined by
whether the lease is considered to be an operating
or finance lease. In making this assessment,
management looks at the substance of the
lease, as well as the legal form, and makes a
judgement about whether substantially all of the
risks and rewards of ownership are transferred.
Arrangements which do not take the legal form
of a lease but that nevertheless convey the
right to use an asset are also covered by such
assessments.
vii) Amortisation of Government Grants
Grants are amortised to Profit and Loss on a
straight - line basis over the expected lives of
related assets and presented within other income.
viii) Impairment of financial instruments
The Group analyses regularly for
indicators
of impairment of its financial instruments by
reference to the requirements under relevant Ind
AS.
The management’s estimates and assessments
were based in particular on assumptions regarding
the development of the economy as a whole, the
development of textilles markets, and the development
of the basic legal parameters.
b) Current versus non-current classification
The Group presents assets and liabilities in the balance
sheet based on current/ non-current classification.
Assets:
An asset is treated as current when it is:
a)
Expected to be realised or intended to be sold or
consumed in normal operating cycle.
263
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
b) Held primarily for the purpose of trading
c)
Expected to be realised within twelve months
after the reporting period, or
d) Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at
least twelve months after the reporting period.
All other assets are classified as non-current.
Liabilities:
A liability is current when:
(a)
It is expected to be settled in normal operating
cycle
(b)
It is held primarily for the purpose of trading
(c)
It is due to be settled within twelve months after
the reporting period, or
(d) There is no unconditional right to defer the
settlement of the liability for at least twelve
months after the reporting period
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are classified as non-
current assets and liabilities.
Operating cycle: The operating cycle is the time
between the acquisition of assets for processing and
their realisation in cash and cash equivalents. The
Group has identified twelve months as its operating
cycle.
c) Business combinations and goodwill
Business combinations are accounted for using the
acquisition method. The consideration transferred is
measured at the acquisition date fair value which is
the sum of the acquisition date fair values of assets
transferred by the Group, liabilities assumed by the
Group to the former owners of the acquiree and the
equity interests issued by the Group in exchange
for control of the acquiree. For each business
combination, the Group elects whether to measure
the non-controlling interests in the acquiree that are
present ownership interests and entitle their holders
to a proportionate share of net assets in the event of
liquidation at fair value or at the proportionate share
of the acquiree’s identifiable net assets. All other
components of non-controlling interests are measured
at fair value. Acquisition-related costs are expensed as
incurred.
The Group determines that it has acquired a business
when the acquired set of activities and assets includes
an input and a substantive process that together
significantly contribute to the ability to create outputs.
264
When the Group acquires a business, it assesses the
financial assets and liabilities assumed for appropriate
classification and designation in accordance with
the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date. This
includes the separation of embedded derivatives in
host contracts of the acquiree.
If the business combination is achieved in stages, the
previously held equity interest is remeasured at its
acquisition date fair value and any resulting gain or
loss is recognised in profit or loss.
Any contingent consideration to be transferred by the
acquirer is recognised at fair value at the acquisition
date. Contingent consideration classified as an asset
or liability is measured at fair value with changes
in fair value recognised in profit or loss. Contingent
consideration that
is not
remeasured and subsequent settlement is accounted
for within equity.
is classified as equity
Goodwill is initially measured at cost, being the excess
of the aggregate of the consideration transferred, the
amount recognised for non-controlling interests and
any fair value of the Group’s previously held equity
interests in the acquiree over the identifiable net assets
acquired and liabilities assumed. If the sum of this
consideration and other items is lower than the fair
value of the net assets acquired, the difference is, after
reassessment, recognised in other comprehensive
income as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. Goodwill is
tested for impairment annually or more frequently if
events or changes in circumstances indicate that the
carrying value may be impaired. The Group performs its
annual impairment test of goodwill as at March 31,. For
the purpose of impairment testing, goodwill acquired in
a business combination is, from the acquisition date,
allocated to each of the Group’s cash-generating units,
or groups of cash-generating units, that are expected
to benefit from the synergies of the combination,
irrespective of whether other assets or liabilities of the
Group are assigned to those units or groups of units.
Impairment is determined by assessing the recoverable
amount of the cash-generating unit (group of cash-
generating units) to which the goodwill relates. Where
the recoverable amount of the cashgenerating unit
(group of cash-generating units) is less than the
carrying amount, an impairment loss is recognised.
An impairment loss recognised for goodwill is not
reversed in a subsequent period.
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
Where goodwill has been allocated to a cash-
generating unit (or group of cash-generating units) and
part of the operation within that unit is disposed of, the
goodwill associated with the operation disposed of is
included in the carrying amount of the operation when
determining the gain or loss on the disposal. Goodwill
disposed of in these circumstances is measured based
on the relative value of the operation disposed of and
the portion of the cash-generating unit retained.
d) Property, Plant and Equipment (PPE) and Depreciation
Property, plant and equipment and capital work
in progress are stated at cost less accumulated
depreciation and accumulated impairment losses,
if any. Such cost includes expenditure that is directly
attributable to the acquisition of the asset. The cost of
self-constructed assets includes the cost of materials
and direct services, any other costs directly attributable
to bringing the assets to its working condition for their
intended use and cost of replacing part of the plant
and equipment and borrowing costs for long-term
construction projects if the recognition criteria are met.
When parts of an item of PPE having significant costs
have different useful lives, then they are accounted for
as separate items (major components) of property,
plant & equipment.
An item of property, plant and equipment and any
significant part initially recognised is de-recognised
upon disposal or when no future economic benefits are
expected from its use. Any gain or loss arising on de-
recognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying
amount of the asset) is included in the statement of
profit and loss.
Transition to Ind AS: On transition to Ind AS, the Group
has elected to continue with the carrying value of all
its property, plant and equipment as at April 01, 2016,
measured as per the previous GAAP, and use that
carrying value as the deemed cost of such property,
plant and equipment.
Subsequent costs: The cost of replacing a part of an
item of property, plant and equipment is recognised in
the carrying amount of the item of property, plant and
equipment, if it is probable that the future economic
benefits embodied within the part will flow to the Group
and its cost can be measured reliably with the carrying
amount of the replaced part getting derecognised. The
cost for day-to-day servicing of property, plant and
equipment are recognised in statement of profit and
loss as and when incurred.
Decommissioning Costs : The present value of the
expected cost for the decommissioning of an asset, if
any, after its use is included in the cost of the respective
asset if the recognition criteria for a provision are met.
(as applicable)
Capital work in progress: Capital work in progress
comprises the cost of fixed assets that are not ready
for their intended use at the reporting date.
Cost comprises of purchase cost, related acquisition
expenses, borrowing costs and other direct expenditure.
Depreciation :
Depreciation is provided on a pro-rata basis on
the straight-line basis on the estimated useful life
prescribed under Schedule II to Companies Act , 2013
with the following exception :
-
-
-
Fixed asset costing upto ` 5,000 has been fully
depreciated during the financial year
Leasehold land has been amortised over the lease
term.
Freehold Land is not depreciated.
Depreciation Method, useful lives and residual values
are reviewed at each financial year end and adjusted, if
appropriate.
e)
Investment Properties
Property that is held for rental yields or for capital
appreciation or both, and that is not occupied by the
Group, is classified as investment property. Investment
property is measured at its cost, including related
transaction costs and where applicable borrowing
costs less depreciation and impairment if any.
The Group, based on technical assessment made by
management, depreciates the building over estimated
useful life of 60 years. The management believes that
these estimated useful lives are realistic and reflect fair
approximation of the period over which the assets are
likely to be used.
Transition to Ind AS: On transition to Ind AS, the Group
has elected to continue with the carrying value of all its
investment properties as at April 01, 2016, measured
as per the previous GAAP, and use that carrying value
as the deemed cost of such investment properties.
f) Other Intangible assets
Recognition and measurement
Intangible assets that are acquired by the Group are
measured initially at cost. Intangible assets with finite
useful lives are measured at cost less accumulated
265
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
amortisation and accumulated impairment losses, if
any. All expenditures, qualifying as Intangible Assets
are amortised over estimated useful life. Specialised
softwares are amortised over a period of 3 years or
license period whichever is earlier.
Transition to Ind AS
On transition to Ind AS, the Group has elected to
continue with the carrying value of all its intangible
assets recognised as at April 01, 2016, measured as
per the previous GAAP, and use that carrying value as
the deemed cost of such intangible assets.
Subsequent Expenditure: Subsequent expenditure is
capitalised only when it increases the future economic
benefits embodied in the specific asset to which it
relates. All other expenditure is recognised in Statement
of Profit and Loss as incurred.
Amortisation and useful
lives: Intangible assets
with finite lives are amortised over the useful life
and assessed for impairment whenever there is an
indication that the intangible asset may be impaired.
The amortisation period and the amortisation method
for an intangible asset with a finite useful life are
reviewed at least at the end of each reporting period.
Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are considered to modify the
amortisation period or method, as appropriate, and
are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite
lives is recognised in the statement of profit and loss
unless such expenditure forms part of carrying value of
another asset. The amortisation method, residual value
and the useful lives of intangible assets are reviewed
annually and adjusted as necessary.
g) Borrowing costs
the borrowing of
Borrowing costs consists of interest and amortisation
of ancillary costs that an entity incurs in connection
funds. Borrowing costs
with
directly attributable to the acquisition, construction
or production of an asset that necessarily takes a
substantial period of time to get ready for its intended
use or sale are capitalised as part of the cost of the
asset. All other borrowing costs are expensed in the
period in which they occur. Borrowing costs consist
of interest and other costs that an entity incurs in
connection with the borrowing of funds. Borrowing
cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.
266
the borrowing of
Borrowing costs consists of interest and amortisation
of ancillary costs that an entity incurs in connection
with
funds. Borrowing costs
directly attributable to the acquisition, construction
or production of an asset that necessarily takes a
substantial period of time to get ready for its intended
use.
h) Foreign Currency Transactions and Translations
Functional and presentational currency
The Consolidated financial statements are presented in
Indian Rupees (`). Items included in the Consolidated
Financial statements of the Group are recorded using
the currency of the primary economic environment in
which the Group operates (the ‘functional currency’).
All the financial information presented in ` except
where otherwise stated and the values are rounded to
nearest Lakhs upto two decimal places.
Transactions and balances
Transactions in foreign currencies are translated into
the functional currency of the Group at the exchange
rates at the date the transactions or an average rate
if the average rate approximates the actual rate at the
date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at
the exchange rate at the reporting date.Non-monetary
assets and liabilities that are measured at fair value in
a foreign currencies are translated into the functional
currency at the exchange rate when the fair value
was determined. Non-monetary assets and liabilities
that are measured in terms of historical cost are not
retranslated.
Exchange differences on monetary items are recognised
in profit or loss in the period in which they arise
except for exchange differences on foreign currency
borrowings relating to assets under construction for
future productive use, which are included in the cost of
those assets when they are regarded as an adjustment
to interest costs on those foreign currency borrowings.
Advances received or paid in foreign currency are
recognised at exchange rate on the date of transaction
and not re-translated.
Group Companies
The results and financial position of foreign operations
that have a
from
the presentation currency are translated into the
presentation currency as follows:
functional currency different
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
•
•
assets and liabilities are translated at the closing
rate at the date of that balance sheet
income and expenses are translated at average
exchange rates (unless this is not a reasonable
approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which
case income and expenses are translated at the
dates of the transactions), On Consolidation, all
resulting exchange differences on translation are
recognised in other comprehensive income, that
will be reclassified subsequently to statement of
profit and loss.
i)
Revenue Recognition
The Group derives revenue primarily from export of
manufactured and traded goods.
Revenue from contract with customers
Revenue from contract with customers is recognised
when control of the goods or services are transferred
to the customer at an amount that reflects the
consideration to which the Group expects to be entitled
in exchange for transferring distinct goods or services
to a customer as specified in the contract, excluding
the amount collected on behalf of third parties(for
example, taxes and duties collected on behalf of
government) and net of returns & discounts.
The Group considers whether there are other promises in
the contract that are separate performance obligations
to which a portion of the transaction price needs to
be allocated. In determining the transaction price for
the sale of products, the Group considers the effect
of variable consideration, the existence of significant
financing component, non-cash consideration, and
consideration payable to the customer (if any).
The Group assesses its revenue arrangements against
specific recognition criterior like exposure to significant
risks & rewards associated with the sale of goods or
services. When deciding the most appropriate basis
for presenting revenue or costs of revenue, both
the legal form and substance of the agreement are
reviewed to determine each party’s respective role in
the transaction.
Specific revenue recognition criteria:
(i) Sale of products
Revenue from sale of products is recognised
at the point in time when control of product is
transferred to the customer. In case of Export
sale, transfer of control generally takes place at
the time of expected date of departure which is
specified in airway bill / bill of lading.
(ii) Job work income
job work on the product
Revenue from
is
recognised at the point in time when control of
services is transferred to the customer, generally
on the delivery of the product after completion of
job work.
(iii) Export Incentives
Export Incentives under various schemes are
accounted in the year of export.
(iv) Other Incomes
a) Sale of software/ SAP income is recognised
at the delivery of complete module & patches
group
(through
companies).
reimbursement
from
b) Rental Income is recognised on accrual
basis as per the terms of agreement.
c)
In respect of interest income, revenue is
recognised on the time proportion basis,
taking into account the amount outstanding
and the rate of interest applicable.
d) Dividend Income is recognised when the
right to receive is established.
Variable Consideration
the Group estimates
If the consideration in a contract includes a variable
amount,
the amount of
consideration to which it will be entitled in exchange
for transferring the goods to the customer. The variable
consideration is estimated at contract inception and
constrained until it is highly probable that a significant
revenue reversal in the amount of revenue recognised
will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
Significant Financing Component
Generally, the Group does not receive short term or long
term advances from its customers except in certain
scenarios. Using the practical expedient in Ind AS 115,
the Group does not adjust the promised amount of
consideration for the effects of a significant financing
component if it expects, at contract inception, that
the period between the transfer of promised good or
service to the customer and when the customer pays
for good or service will be one year or less. The Group
does not expect to have any contracts where the period
between the transfer of promised goods and services
to the customer and payment by the customer exceeds
267
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
one year. As a consequence, it does not adjust any of
the transaction prices for the time value of money.
Contract balances
Contract assets
A contract asset is the right to consideration in
exchange for goods or services transferred to the
customer. If the Group performs by transferring goods
or services to a customer before the customer pays
consideration or before payment is due, a contract
asset is recognised for the earned consideration that
is conditional.
Trade receivables
A receivable represents the Group’s right to an amount
of consideration that is unconditional (i.e., only the
passage of time is required before payment of the
consideration is due). Refer to accounting policies of
financial assets in section Financial instruments –
initial recognition and subsequent measurement.
Contract liabilities
A contract liability is the obligation to transfer goods
or services to a customer for which the Group has
received consideration (or an amount of consideration
is due) from the customer. Contract liabilities are
recognised as revenue when the Group performs under
the contract.
Cost to obtain a contract
The Group does not capitalise costs to obtain a
contract because majorly the contracts have terms
that do not extend beyond one year. The Group does
not have a significant amount of capitalised costs
related to fulfilment.
j)
Inventories
i)
Inventories of finished goods manufactured by
the Group are valued style-wise and at lower of
cost and estimated net realisable value. Cost
includes material cost on weighted average basis
and appropriate share of overheads incurred
in bringing them to their present location and
condition. In the case of manufactured inventories
an
and work-in-progress,
appropriate share of fixed production overheads
based on normal operating capacity.
includes
cost
ii)
Inventories of finished goods (traded) are valued
at lower of procurement cost (FIFO method) or
estimated net realisable value.
iii)
Inventories of raw material, work in progress,
accessories & consumables are valued at cost
268
(weighted average method) or at estimated
net realisable value whichever is lower. WIP
cost includes appropriate portion of allocable
overheads. Raw materials and other supplies
held for use in the production of finished products
are not written down below cost except in cases
where material prices have declined and it is
estimated that the cost of the finished products
will exceed their net realisable value.
iv) Net realisable value is the estimated selling price
in the ordinary course of business, less estimated
costs of completion and estimated costs
necessary to make the sale. The comparison of
cost and net realisable value is made on a item by
item basis. Obsolete or slow moving inventories
are identified from time to time and a provision
is made for such inventories as appropriate on
periodic basis.
k) Leases
The Group assesses at contract inception whether a
contract is, or contains, a lease. That is, if the contract
conveys the right to control the use of an identified
asset for a period of time in exchange for consideration.
Group as a lessee
The Group assesses whether a contract contains
a lease, at inception of a contract. A contract is, or
contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of
time in exchange for consideration. To assess whether
a contract conveys the right to control the use of an
identified asset, the Group assesses whether: (i) the
contract involves the use of an identified asset (ii) the
Group has substantially all of the economic benefits
from use of the asset through the period of the lease
and (iii) the Group has the right to direct the use of
the asset. The Group applies a single recognition and
measurement approach for all leases, except for short-
term leases and leases of low-value assets. For these
short-term and low value leases, the Group recognises
the lease payments as an operating expense on a
straight-line basis over the term of the lease. The Group
recognises lease liabilities to make lease payments
and right-of-use assets representing the right to use
the underlying assets as below:
i)
Right-of-use assets
The Group recognises right-of-use assets at the
commencement date of the lease (i.e., the date
the underlying asset is available for use). Right-
of-use assets are measured at cost, less any
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
accumulated depreciation and impairment losses,
and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes
the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made
at or before the commencement date less any
lease incentives received. Right-of-use assets
are depreciated on a straight-line basis over the
shorter of the lease term and the estimated useful
lives of the underlying assets If ownership of the
leased asset transfers to the Group at the end of
the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using
the estimated useful life of the asset. The right-
of-use assets are also subject to impairment.
ii) Lease Liabilities
At the commencement date of the lease, the
Group recognises lease liabilities measured at
the present value of lease payments to be made
over the lease term. The lease payments include
fixed payments (including in substance fixed
payments) less any lease incentives receivable,
variable lease payments that depend on an index
or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments
also include the exercise price of a purchase
option reasonably certain to be exercised by the
Group and payments of penalties for terminating
the lease, if the lease term reflects the Group
exercising the option to terminate. Variable lease
payments that do not depend on an index or a
rate are recognised as expenses (unless they
are incurred to produce inventories) in the period
in which the event or condition that triggers the
payment occurs. In calculating the present value
of lease payments, the Group uses its incremental
borrowing rate at the lease commencement date
because the interest rate implicit in the lease is not
readily determinable. After the commencement
date, the amount of lease liabilities is increased
to reflect the accretion of interest and reduced
for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured
if there is a modification, a change in the lease
term, a change in the lease payments (e.g.,
changes to future payments resulting from a
change in an index or rate used to determine such
lease payments) or a change in the assessment
of an option to purchase the underlying asset.
The Group’s lease liabilities are included in other
current and non-current financial liabilities.
(iii) Short-term leases and leases of low-value
assets
the short-term
The Group applies
lease
recognition exemption to its short-term leases
(i.e., those leases that have a lease term of 12
months or less from the commencement date
and do not contain a purchase option). It also
applies the lease of low-value assets recognition
exemption to leases that are considered to be
low value. Lease payments on short-term leases
and leases of low-value assets are recognised as
expense on a straight-line basis over the lease
term. “Lease liability” and “Right of Use” asset
have been separately presented in the Balance
Sheet and lease payments have been classified
as financing cash flows.
Group as a lessor
Leases for which the Group is a lessor is classified
as finance or operating lease. Leases in which the
Group does not transfer substantially all the risks
and rewards incidental to ownership of an asset
are classified as operating leases. Rental income
arising is accounted for on a straight-line basis
over the lease terms. Initial direct costs incurred
in negotiating and arranging an operating lease
are added to the carrying amount of the leased
asset and recognised over the lease term on the
same basis as rental income. Contingent rents
are recognised as revenue in the period in which
they are earned.
l)
Employee’s benefits
Short term employee benefits: All employee benefits
expected to be settled wholly within twelve months
of rendering the service are classified as short-term
employee benefits. When an employee has rendered
service to the Group during an accounting period,
the Group recognises the undiscounted amount of
short-term employee benefits expected to be paid in
exchange for that service as an expense unless another
Ind AS requires or permits the inclusion of the benefits
in the cost of an asset. Benefits such as salaries,
wages and short-term compensated absences, bonus
and ex-gratia etc. are recognised in statement of profit
and loss in the period in which the employee renders
the related service.
A liability is recognised for the amount expected to be
paid after deducting any amount already paid under
short-term cash bonus or profit-sharing plans if the
Group has a present legal or constructive obligation to
269
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
pay this amount as a result of past service provided
by the employee, and the obligation can be estimated
reliably. If the amount already paid exceeds the
undiscounted amount of the benefits, the Group
recognises that excess as an asset /prepaid expense to
the extent that the prepayment will lead to, for example,
a reduction in future payments or a cash refund.
Defined contribution plan
A defined contribution plan is a post-employment
benefit plan under which an entity pays fixed
contributions to a statutory authority and will have no
legal or constructive obligation to pay further amounts.
Retirement benefits in the form of Provident Fund,
Employee State
Insurance Scheme and Labour
Welfare Fund Scheme are defined contribution plans.
to government
The contributions paid/payable
administered respective funds are recognised as an
expense in the Statement of Profit and loss during
the period in which the employee renders the related
service.
Defined benefit plan
A defined benefit plan is a post-employment benefit
plan other than a defined contribution plan.
The Group has an obligation towards gratuity, a defined
benefit retirement plan covering eligible employees.
The plan provides for a lump sum payment to vested
employees at retirement, death while in employment
or on termination of employment of an amount based
on the respective employee’s salary and the tenure
of employment. Vesting occurs upon completion
of five years of service. The Group accounts for the
liability for gratuity benefits payable in future based
on an independent actuarial valuation report using the
projected unit credit method as at the year end.
The obligations are measured at the present value of
the estimated future cash flows. The discount rate is
generally based upon the market yields available on
Government bonds at the reporting date with a term
that matches that of the liabilities.
Re-measurements, comprising actuarial gains and
losses, the effect of the changes to the asset ceiling
(if applicable) and the return on plan assets (excluding
interest and if applicable), is reflected immediately in
Other Comprehensive Income in the statement of profit
and loss. All other expenses related to defined benefit
plans are recognised in statement of profit and loss
as employee benefit expenses. Re-measurements
recognised
Income will
in Other Comprehensive
not be reclassified to statement of profit and loss
270
hence it is treated as part of retained earnings in the
statement of changes in equity. Gains or losses on the
curtailment or settlement of any defined benefit plan
are recognised when the curtailment or settlement
occurs. Curtailment gains and losses are accounted
for as past service costs.
Other long term employee benefits
As per the Group’s policy, eligible leaves can be
accumulated by the employees and carried forward to
future periods to either be utilised during the service,
or encashed. Encashment can be made during the
service, on early retirement, on withdrawal of scheme,
at resignation by employee and upon death of
employee. The scale of benefits is determined based
on the seniority and the respective employee’s salary.
The Group records an obligation for such compensated
absences in the period in which the employee renders
the services that
increase this entitlement. The
obligation is measured on the basis of independent
actuarial valuation using the projected unit credit
method.
Employees Share Based Payment
(including senior executives) of
the
Employees
group receive component of remuneration in the
form of sharebased payment transactions, whereby
employees render services as consideration for equity
instruments (equity-settled transactions).
The cost of equity-settled transactions is determined
by the fair value at the date when the grant is made
using an appropriate valuation model.
That cost is recognised, together with a corresponding
increase in share-based payment (SBP) reserves in
equity, over the period in which the performance and/
or service conditions are fulfilled in employee benefits
expense. The cumulative expense recognised for
equity-settled transactions at each reporting date until
the vesting date reflects the extent to which the vesting
period has expired and the group’s best estimate of the
number of equity instruments that will ultimately vest.
The expense or credit in statement of profit and loss
for a period represents the movement in cumulative
expense recognised as at the beginning and end of that
period and is recognised in employee benefits expense.
When the terms of an equity-settled award are modified,
the minimum expense recognised is the expense had
the terms had not been modified, if the original terms of
the award are met. An additional expense is recognised
for any modification that increases the total fair value of
the share-based payment transaction, or is otherwise
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
beneficial to the employee as measured at the date
of modification. Where an award is cancelled by the
entity or by the counterparty, any remaining element
of the fair value of the award is expensed immediately
through profit or loss.
The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted
earnings per share.
m) Provisions
General
Provisions are recognised when the Group has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation.
When the Group expects some or all of a provision to
be reimbursed, the reimbursement is recognised as a
separate asset, but only when the reimbursement is
virtually certain.
The expense relating to a provision is presented in the
statement of profit and loss, net of any reimbursement.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. The unwinding of discount is recognised in the
statement of profit and loss as a finance cost.
Provisions are reviewed at the end of each reporting
period and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of resources
would be required to settle the obligation, the provision
is reversed.
n) Financial instruments
A financial instrument is a contract that gives rise to
a financial asset for one entity and a financial liability
or equity instrument for another entity.Financial assets
and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the
instruments.
(i) Financial assets
Initial recognition and measurement
All financial assets are recognised initially at
fair value, plus in case of financial assets not
recorded at fair value through profit and loss
(FVTPL), transaction cost that are attributable to
the acquisition of the financial asset. However,
trade receivables that do not contain a significant
financing component are measured at transaction
price.
Subsequent measurement
For purposes of subsequent measurement,
financial assets are classified in three categories:
-
-
-
Financial Asset carried at amortised cost
Financial Asset at fair value through other
comprehensive income (FVTOCI)
Financial Asset at fair value through profit
and loss (FVTPL)
Financial asset carried at amortised cost
A financial asset is subsequently measured at
amortised cost if it is held within a business
model whose objective is to hold the asset in
order to collect contractual cash flows and the
contractual terms of the financial asset give rise
on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding.
Financial asset at fair value through other
comprehensive income (FVTOCI)
A financial asset is subsequently measured at fair
value through other comprehensive income if it
is held within a business model whose objective
is achieved by both collecting contractual
cash flows and selling financial assets and the
contractual terms of the financial asset give rise
on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding.
Financial asset at fair value through profit and
loss (FVTPL)
A financial asset which is not classified in any of
the above categories are subsequently fair valued
through profit or loss.
De-recognition
A financial asset (or, where applicable, a part of a
financial asset) is primarily derecognised when:
(i) The contractual rights to receive cash flows
from the asset has expired, or
(ii) The Group has transferred its contractual
rights to receive cash flows from the
financial asset or has assumed an obligation
to pay the received cash flows in full without
material delay to a third party under a ‘pass-
through’ arrangements and either (a) the
Group has transferred substantially all the
risks and rewards of the asset, or (b) the
271
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
Group has neither transferred nor retained
substantially all the risks and rewards of
the asset, but has transferred control of the
asset.
(ii) Financial liabilities
Initial recognition and measurement
liabilities are classified, at
Financial
initial
recognition, as financial liabilities at fair value
through profit or loss.
All financial liabilities are recognised initially at fair
value and, in the case of loans and borrowings and
payables, net of directly attributable transaction
costs. The Group financial
include
borrowings, trade and other payables, security
deposits received etc.
liabilities
Subsequent measurement
For purposes of subsequent measurement,
financial liabilities are classified in two categories:
-
-
Financial liabilities at amortised cost
Financial liabilities at fair value through profit
and loss (FVTPL)
A financial liability is classified as at FVTPL if it is
classified as held for trading, or it is a derivative
or it is designated as such as initial recognition.
Financial liabilities at FVTPL are measured at fair
value and net gains and losses, including any
interest expense, are recognised in the Statement
of Profit and loss. Other financial liabilities are
subsequently measured at amortised cost using
the effective interest method. Interest expense is
recognised in the Statement of Profit and loss.
De-recognition
A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms or the terms
of an existing liability are substantially modified,
such an exchange or modification is treated as
the de-recognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
statement of profit and loss.
(iii) Offsetting of financial instruments
Financial assets and financial liabilities are offset
and the net amount is reported in the balance
sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an
272
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously
(iv) Derivative financial instruments
Till March 31, 2019, the forward currency
contracts were used to hedge foreign currency
risks. Such derivative financial instruments are
initially recognised at fair value on the date on
which a derivative contract is entered into and are
subsequently remeasured at fair value. Derivatives
are carried as financial assets when the fair value
is positive and as financial liabilities when the fair
value is negative. Any gains or losses arising from
changes in the fair value of derivatives are taken
directly to statement of profit and loss.
(v) Hedge Accounting
With effect from April 2019, the Group adopted
Hedge Accounting.The derivatives
that are
designated as hedging instrument under Ind
AS 109 to mitigate risk arising out of foreign
currency transactions are accounted for as cash
flow hedges. The Group enters into hedging
instruments
in accordance with policies as
approved by the Board of Directors with written
principles which
is consistent with the risk
management strategy of the Group.
The hedge
instruments are designated and
documented as hedges at the inception of the
contract. The effectiveness of hedge instruments
is assessed and measured at inception and on an
ongoing basis.
When a derivative is designated as a cash flow
hedging
instrument, the effective portion of
changes in the fair value of the derivative is
recognised in OCI, e.g., cash flow hedging reserve
and accumulated
in the cash flow hedging
reserve. Any ineffective portion of changes in
the fair value of the derivative is recognised
immediately in the statement of profit and loss.
The amount accumulated is retained in cash flow
hedge reserve and reclassified to profit or loss
in the same period or periods during which the
hedged item affects the statement of profit and
loss.
If the hedging
longer meets
instrument no
the criteria for hedge accounting, then hedge
accounting is discontinued prospectively. If the
hedging instrument is terminated or exercised prior
to its maturity/ contractual term, the cumulative
gain or loss on the hedging instrument recognised
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
in cash flow hedging reserve till the period the
hedge was effective remains in cash flow hedging
reserve until the forecasted transaction occurs.
The cumulative gain or loss previously recognised
in the cash flow hedging reserve is reclassified
to the Statement of Profit and Loss upon the
occurrence of the related forecasted transaction.
If the forecasted transaction is no longer expected
to occur, then the amount accumulated in cash
flow hedging reserve is reclassified immediately
in the statement of profit and loss.
Impairment losses recognised in prior periods are
assessed at end of each reporting period for any
indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has
been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if
no impairment loss had been recognised.
q) Fair value measurement
o)
Impairment of financial assets
the expected credit
The Group measures
loss
associated with its assets based on historical trend,
industry practices and the business environment in
which the entity operates or any other appropriate
basis. The impairment methodology applied depends
on whether there has been a significant increases
in credit risk. Expected credit loss is the weighted
average of the difference between all contractual cash
flows that are due to the Group in accordance with the
contracts and all the cash flows that the Group expects
to receive, discounted at original effective interest rate
with the respective risk of defaults occuring as the
weights.
p)
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial
assets, other than deferred tax assets, are reviewed at
the end of each reporting period to determine whether
there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount
is estimated.
The recoverable amount of an asset or cash-
generating unit (‘CGU’) is the greater of its value in use
or its fair value less costs to sell. In assessing value in
use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that
reflects current market assessments of the time value
of money and the risks specific to the asset or CGU. For
the purpose of impairment testing, assets that cannot
be tested individually are grouped together into the
smallest group of assets that generates cash inflows
from continuing use that are largely independent of
the cash inflows of other assets or groups of assets
(‘CGU’).
An impairment loss is recognised, if the carrying
amount of an asset or its CGU exceeds its estimated
recoverable amount and is recognised in statement of
profit and loss.
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at
the
measurement date. The fair value measurement is
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:
(a)
In the principal market for the asset or liability, or
(b)
In the absence of a principal market, in the most
advantageous market for the asset or liability.
A fair value measurement of a non-financial asset
takes into account a market participant’s ability to
generate economic benefits by using the asset in its
highest and best use or by selling it to another market
participant that would use the asset in its highest and
best use.
techniques
that are
The Group uses valuation
appropriate
in the circumstances and for which
sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows,
based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active
markets for identical assets or liabilities
Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is unobservable
For assets and liabilities that are recognised in the
financial statements on a recurring basis, the Group
determines whether transfers have occurred between
levels in the hierarchy by re-assessing categorisation
273
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
(based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of
each reporting period.
r)
Taxes
Current income tax
Current income tax assets and liabilities are measured
at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws
used to compute the amount are those that are enacted
or substantively enacted, at the reporting date.
Current income tax relating to items recognised outside
profit or loss is recognised outside profit or loss (either
in other comprehensive income (OCI) or in equity).
Current tax items are recognised in correlation to the
underlying transaction either in OCI or directly in equity.
Management periodically evaluates positions taken
in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.
Current tax assets are offset against current tax
liabilities if, and only if, a legally enforceable right exists
to set off the recognised amounts and there is an
intention either to settle on a net basis, or to realise the
asset and settle the liability simultaneously.
Deferred tax
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when
the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused
tax credits and any unused tax losses. Deferred tax
assets are recognised to the extent that it is probable
that taxable profit will be available against which
the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses
can be utilised.
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based
on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date. Tax
relating to items recognised directly in equity/other
comprehensive income is recognised in respective
head and not in the statement of profit & loss.
that it is no longer probable that sufficient taxable profit
will be available to allow all or part of the asset to be
recovered.
Deferred tax assets and deferred tax liabilities are offset
if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred
taxes relate to the same taxable entity and the same
taxation authority.
Deferred tax relating to items recognised outside profit
or loss is recognised outside profit or loss (either in
other comprehensive income or in equity).
s) Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits
with an original maturity of three months or less, which
are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash balance on hand,
cash balance at banks and short-term deposits, as
defined above, net of outstanding bank overdrafts as
they are considered an integral part of the Group’s cash
management.
t)
Statement of Cash flows
The statement of cash flows have been prepared under
indirect method, whereby profit or loss is adjusted for
the effects of transactions of a non-cash nature, any
deferrals or accruals of past or future operating cash
receipts or payments and items of income or expense
associated with investing or financing cash flows.
u) Earnings per share (EPS)
In determining earnings per share, the Group considers
the net profit after tax and includes the post tax effect
of any extraordinary items.
Basic EPS amounts are calculated by dividing the
profit for the year attributable to the shareholders of
the Group by the weighted average number of equity
shares outstanding as at the end of reporting period.
Diluted EPS amounts are calculated by dividing the
profit attributable to the shareholders of the Group
by the weighted average number of equity shares
outstanding during the year plus the weighted average
number of Equity shares that would be issued on
conversion of all the dilutive potential equity shares
into equity shares.
The carrying amount of deferred tax assets is reviewed
at each balance sheet date and is adjusted to the extent
Dilutive potential equity shares are deemed converted
as of the beginning of the period, unless they have been
274
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
issued at a later date. A transaction is considered to
be antidilutive if its effect is to increase the amount of
EPS, either by lowering the share count or increase the
earnings.
v) Government grants
Grants from the government are recognised at their
fair value where there is reasonable assurance that the
grant will be received and the Group will comply with all
attached conditions.
Government grants relating to the purchase of
property, plant and equipment are included in non-
current liabilities as deferred income and are credited
to Profit and Loss on a straight - line basis over the
expected lives of related assets and presented within
other income.
w) Contingent liabilities and contingent assets
A contingent liability exists when there is a possible
but not probable obligation, or a present obligation
that may, but probably will not, require an outflow of
resources, or a present obligation whose amount
cannot be estimated reliably. Contingent liabilities
do not warrant provisions, but are disclosed unless
the possibility of outflow of resources is remote.
Contingent assets are neither recognised nor disclosed
in the financial statements. However, contingent assets
are assessed continually and if it is virtually certain that
an inflow of economic benefits will arise, the asset and
related income are recognised in the period in which
the change occurs.
x) Research & development costs
Research and development costs that are in nature
of tangible assets and are expected to generate
probable future economic benefits are capitalised as
tangible assets. Revenue expenditure on research and
development is charged to the statement of profit and
loss in the year in which it is incurred.
y) Exceptional items
When items of income and expense within statement
of profit and loss from ordinary activities are of such
size, nature or incidence that their disclosure is relevant
to explain the performance of the Group for the period,
the nature and amount of such material items are
disclosed seperately as exceptional items.
275
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
4 Property, plant and equipment
Particulars
Land-
freehold
Land-
leasehold
Buildings
Gross carrying amount
As at April 1, 2021
Add: Additions made during the year
(Less): Disposals during the year
(Less)/Add: Adjustments during the
year
As at March 31, 2022
Add: Additions made during the year
Add: Business Combination
(Less): Disposals during the year
(Less)/Add: Adjustments during the
year
As at March 31, 2023
Accumulated depreciation
As at April 1, 2021
Add: Depreciation charge for the year
(Less): Disposals during the year
(Less)/Add: Adjustments during the
year
As at March 31, 2022
Add: Depreciation charge for the year
Add: Business Combination
(Less): Disposals during the year
(Less)/Add: Adjustments during the
year
As at March 31, 2023
Net carrying amount
As at March 31, 2023
As at March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Leasehold
improvements
Plant and
Equipment
Vehicles
Furniture
and
Fixures
871.38 19,904.12 1,811.50 1,504.26 33,754.18
7,257.53
730.24
(532.51)
638.77
86.20
- (210.52)
(7.60)
3,570.34
(132.04)
440.83
1,306.85
(189.94)
42.75
32.13
2,031.04 23,783.25 2,573.87 1,372.34 41,118.00
4,793.35
1,198.93
4,392.80
-
- (244.19) (1,128.66)
(58.30)
865.12
(130.51)
2,646.66
1,364.49
(609.83)
779.42
358.64
62.72
370.78
31.24
30.53
34.13
1,829.72
947.36
-
(75.88)
2,701.20
177.46
1,115.73
(113.24)
(1.87)
580.32 7,252.88
578.01
-
114.12
38.53
-
92.41
711.25 7,945.01
40.88
1,818.62
(103.10)
153.43
-
-
-
-
3,879.27
711.25 9,854.84
3,041.16 27,963.99 3,025.76 1,564.30 50,040.60
-
-
-
-
-
-
-
-
-
-
3.33 1,479.54
308.82
7.82
-
-
26.77
-
533.37
331.27
(142.45)
12.01
8,838.25
1,968.55
(62.95)
184.56
820.71
234.90
699.13 12,374.33
3,027.13
175.77
(341.60)
- (136.20)
242.70
5.71
13.65
11.15 1,815.13
352.31
448.14
(31.48)
242.47
8.19
-
-
-
734.20 10,928.42 1,069.26
264.51
2,111.68
273.17
783.21
20.06
-
(568.62)
(4.41)
1,804.68
23.44
744.40 15,302.55
3,176.89
167.03
1,272.13
20.72
(789.23)
- (184.72)
2,255.66
39.07
146.01
19.34 2,826.56
1,026.40 15,059.38 1,499.84
786.50 21,218.01
3,879.27
2,701.20
691.91 7,028.28
700.11 6,129.88
2,014.76 12,904.61 1,525.92
1,296.84 12,854.83 1,504.61
777.80 28,822.60
627.94 25,815.42
a)
For Information on Property, plant and equipment pledged as security by the Group refer Note 21 & 22.
b) The above property, plant and equipment includes assets given on lease given in the below table:
As at March 31, 2023
Gross carrying amount
Accumulated depreciation
Net carrying amount
As at March 31, 2022
Gross carrying amount
Accumulated depreciation
Net carrying amount
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Plant and
Equipment
Furniture and
Fixures
27.77
22.09
5.68
27.77
21.64
6.13
21.22
19.68
1.54
21.22
18.20
3.02
48.99
41.77
7.22
48.99
39.84
9.15
c) Adjustments made above includes fluctuations in foreign currency on conversion into presentation currency.
276
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
5 Capital work in progress
Balance at the beginning of the year
Add: Addition made during the year
Less: (Disposals)/adjustments during the year
Balance at the end of the year
a) Breakup of Capital Work in Progress is as follows:
Building
Plant and Machinery
Furniture and Fittings
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
4,701.46
524.14
(3,704.10)
1,521.50
As At
March 31, 2023
1,521.50
2,933.13
(1,142.02)
3,312.61
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
3,234.68
76.94
0.99
1,331.66
189.84
-
3,312.61
1,521.50
b) Ageing schedule of CWIP as at March 31, 2023:
Particulars
Projects in progress
Projects temporarily suspended
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Amount in CWIP for a period of
Less than
1 year
2,085.47
18.27
1-2 years
2-3 years
More than
3 years
544.79
70.47
593.60
3,294.34
-
-
-
18.27
b) Ageing schedule of CWIP as at March 31, 2022
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Amount in CWIP for a period of
Less than
1 year
1-2 years
2-3 years
More than
3 years
Projects in progress
Projects temporarily suspended
686.63
834.17
-
-
-
-
0.70
-
1,521.50
-
c) There are no capital work in progress as at March 31, 2023 and March 31, 2022 whose completion is overdue or has
exceeded its cost as compared to original plan except CWIP relating to PGIL(HK) as mentioned below :-
Completion schedule of CWIP as at March 31, 2023
Particulars
Projects in progress
Project 1 - PG(HK)
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Amount in CWIP for a period of
Less than
1 year
1-2 years
2-3 years
More than
3 years
233.11
-
-
-
233.11
277
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
Completion schedule of CWIP as at March 31, 2022
Particulars
Projects in progress
Project 1 - PG(HK)
6 Investment properties
Gross carrying amount
As at April 01, 2021
Add: Additions made during the year
(Less): Disposals /adjustments during the year
As at March 31, 2022
Add: Additions made during the year
(Less): Disposals /adjustments during the year
As at March 31, 2023
Accumulated depreciation
As at April 01, 2021
Add: Depreciation charge for the year
(Less): Disposals /adjustments during the year
As at March 31, 2022
Add: Depreciation charge for the year
(Less): Disposals /adjustments during the year
As at March 31, 2023
Net Carrying Amount
As at March 31, 2023
As at March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Amount in CWIP for a period of
Less than
1 year
1-2 years
2-3 years
More than
3 years
-
-
-
0.70
0.70
Land freehold Land leasehold
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Building
1,838.38
60.39
(23.07)
1,875.70
24.71
-
1,900.41
-
-
-
-
-
-
-
1,900.41
1,875.70
10.36
4,611.74
6,460.48
-
(10.36)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(129.65)
4,482.09
-
(153.87)
4,328.22
405.87
82.20
(34.76)
453.30
79.56
(40.28)
492.58
60.39
(163.08)
6,357.79
24.71
(153.87)
6,228.63
405.87
82.20
(34.76)
453.30
79.56
(40.28)
492.58
3,835.64
4,028.79
5,736.05
5,904.49
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
a) Amounts recognised in statement of profit and loss for investment
properties
Rental Income
Less: Direct operating expenses of property that generated rental income
Less: Direct operating expenses of property that did not generated rental income
Income arising from Investment properties before charging depreciation
Less: Depreciation
Income from Investment properties (net)
b) Fair value of investment properties
Estimation of fair value
774.49
(69.17)
-
705.33
(79.56)
625.77
769.38
(47.44)
(0.75)
721.19
(82.20)
638.99
11,560.52
11,213.29
The fair valuation is based on current prices in the active market for similar properties. The main inputs used are quantum, area,
location, demand, restrictive entry to the complex,age of building and trend of fair market rent.
This valuation is based on valuations performed by an accredited independent valuer. Fair valuation is based on replacement
cost method. The fair value measurement is categorised in level 2 fair value hierarchy.
278
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
7 Goodwill
Particulars
Goodwill on acquisition of subsidiaries
Add/(Less): Foreign Exchange Fluctuation
8 Other intangible assets
Particulars
Gross carrying amount
As at April 01, 2021
Add: Additions during the year
(Less): Disposals /adjustments during the year
As at March 31, 2022
Add: Additions during the year
(Less): Disposals /adjustments during the year
As at March 31, 2023
Amortisation and impairment
As at April 01, 2021
Add: Amortisation charge for the year
(Less): Disposals /adjustments during the year
As at March 31, 2022
Add: Amortisation charge for the year
(Less): Disposals /adjustments during the year
As at March 31, 2023
Net Carrying Amount
As at March 31, 2023
As at March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
1,756.13
44.65
1,800.78
As At
March 31, 2023
1,800.78
123.89
1,924.67
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Computer
Software
274.32
48.53
-
322.84
139.61
(18.30)
444.15
220.24
30.53
-
250.77
37.61
(0.44)
287.94
156.19
72.06
274.32
48.53
-
322.84
139.61
(18.30)
444.15
220.24
30.53
-
250.77
37.61
(0.44)
287.94
156.19
72.06
279
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
9 Investments
(i) Non-Current
A. Equity Instruments
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Fair value through profit and loss
(Quoted)
PDS Limited
250,000, Equity Shares of ` 2 each fully paid up (March 31, 2022 : 50,000,
Equity Shares of ` 10 each fully paid up)
Investments in Financial Markets
Fair value through other comprehensive income
Debt Investment, at fair value - (Unquoted)
Investment in listed equity investment, at fair value- (Quoted)
Investments in key man insurance policy (Refer 'b' below)
Investments in Government securities - (Unquoted)
At Amortised cost
Investments in Government securities
-
Gold Sovereign Bond- 37 units of 2 gram each issued by Reserve Bank of
India
B.
C.
Total (A + B + C)
(II) Current
A.
Investments in mutual funds - (Quoted)
Fair value through profit and loss
ICICI Prudential Short Term Fund DP Growth
536068.057 units of Face Value of ` 10 per unit (March 31, 2022: 536068.057
units)
Bandhan Banking and PSU debt fund direct plan - growth
(Erstwhile IDFC Banking and PSU debt fund direct plan - growth)
1267806.9250 units of Face Value of ` 10 per unit (March 31, 2022: 1267806.9250
units)
a) Aggregate book value of quoted investments
Aggregate market value of quoted investments
Aggregate value of unquoted investments
Aggregate amount of impairment in value of unquoted investments
Aggregate value of unquoted investments (net of impairment)
830.37
873.50
830.37
873.50
915.47
1,222.93
2,444.69
4,583.09
600.41
1,308.08
2,202.21
4,110.70
1.63
1.63
1.63
5,415.09
1.63
4,985.83
291.45
273.64
270.71
258.62
562.16
2,615.46
2,615.46
3,361.79
-
3,361.79
532.26
2,713.84
2,713.84
2,804.23
-
2,804.23
b) The amount invested in key man insurance policy by Pearl Global (HK) Limited has been pledged to bank to secure banking
facilities by the said subsidiary.
c) During the year, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company has gone into voluntary
liquidation. The NCLT order has been received on December 16, 2022 and the said subsidiary company has been liquidated.
Accordingly, the Company has written off its investment in aforesaid subsidiary and provision for diminution on investment
has been written back amount to ` 1648.35 Lakhs.
d) The number of units and number of shares in note above represents absolute numbers.
280
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
10 Loans
(Unsecured, considered good unless otherwise stated)
Loans to employees
Loans to related parties (Refer note no. 47)
Loans to others
Loans receivable from others - credit impaired
Less: Loss Allowance
(All amounts are in ` Lakhs, unless otherwise stated)
Non - current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
11.60
-
15.56
-
-
27.16
5.38
-
119.63
1.67
(1.67)
125.01
80.25
100.00
2,357.75
31.54
(31.54)
2,538.00
35.98
-
3,423.48
47.86
(47.86)
3,459.46
a) The group has no loans which have significant increase in credit risk and loans which are credit impaired. (Refer Note
No. 44)
b) Details of Loans or Advances granted to promoters, directors, KMPs and the related parties :
Type of Borrower
As At March 31, 2023
As At March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
Amount of Loan
or Advance in
the nature of loan
outstanding
Percentage to
Total Loan and
Advances in the
nature of Loan
Amount of Loan
or Advance in
the nature of loan
outstanding
Percentage to Total
Loan and Advances
in the nature of
Loan
50.00
50.00
-
50.00%
50.00%
-
-
-
-
-
-
-
Director
KMP
Related Parties
Note : For loans given to Director and KMP, the interest rate is higher than the prevailing yield of Government security
closest to the tenor of the loan. The loan facilities are made available by the company to all of its employees.
11 Other financial assets
(Unsecured, considered good unless otherwise stated)
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
Security deposits
756.15
799.91
692.31
113.02
Interest accrued but not due on
- Term deposits and others
- Loan to related parties
Deposits with original maturity of more
than 12 months (Refer note 18)
Mark to market forward contracts
Other receivables
Total (A)
9.12
-
43.98
-
-
809.25
21.59
-
273.70
-
1.14
1,096.34
106.17
3.51
-
-
13.46
815.43
40.82
-
-
406.69
30.34
590.85
a) Other receivables of ` 13.46 Lakhs represents claim receivables from vendors (March 31, 2022 : ` 30.34 Lakhs represents
claim receivables from vendors of ` 3.66 Lakhs and amount receivable from banks on hedged instruments of ` 26.68
Lakhs)
281
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
12 Income Tax
The major components of income tax expense for the years ended March 31, 2023 and March 31, 2022 are:
a)
Income Tax recognised in Statement of Profit and Loss
Tax Expense:
a) Current tax
b) Adjustments in respect of current income tax of previous year
c) Deferred tax
Income tax expense reported in the statement of profit or loss
b)
Income Tax recognised in Other Comprehensive Income
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
2,407.75
5.24
(127.29)
2,285.70
1,074.08
-
496.86
1,570.94
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Net loss/(gain) on remeasurements of defined benefit plans
Income tax on items that will be reclassified subsequently to statement of
profit and loss
Income tax charged to OCI
c) Net Deferred tax Asset/(Liability)
(0.53)
149.87
(20.48)
(105.46)
149.34
(125.94)
Pearl Global Industries Limited
Recognised DTA- Pearl Global Industries Limited
Recognised DTA- Pearl Global (HK) Limited
Total Net Deferred tax Assets
Recognised DTL- Pearl Global Industries Limited
Recognised DTL- Pearl Global (HK) Limited
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
71.95
66.54
138.49
-
60.02
60.02
-
89.81
89.81
232.27
24.37
256.64
d) Reconciliation of Effective tax Rate and itemwise movement of deferred tax
Since the Holding Company and its subsidiaries operates in different tax jurisdictions and has different tax laws, refer
standalone financial statements of Holding Company and subsidiaries as at reporting date for effective tax reconciliation
and itemwise movement of deferred tax.
e) The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and
current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax
authority.
282
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
13 Non current tax asset
Advance income tax
(Net of provision of ` 3,083.74 Lakhs (March 31, 2022 : ` 1,685.98 Lakhs)
14 Other assets
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
601.00
As At
March 31, 2023
2,048.00
2,048.00
601.00
(Unsecured, considered good, unless
otherwise stated)
Capital advances (Refer note no. 46(b) for
capital commitments)
Balance with government authorities
Balance with government authorities -
considered doubtful
Less: Loss allowance
Deferred Assets- Security Deposit
Prepaid expenses
Export incentive receivable
Advances to suppliers
Other receivables
Less: Loss allowance
Total (A)
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
106.77
170.91
-
57.51
-
22.74
(22.74)
-
56.84
-
-
-
-
30.32
22.74
(22.74)
1.84
7.70
-
-
-
-
163.61
210.77
2,585.63
2,818.75
-
-
10.26
1,040.05
3,193.86
3,178.77
3,132.15
(2,651.70)
1,0489.02
-
-
-
505.40
4,661.60
2,184.56
4,415.66
(153.28)
1,4490.19
a) Other Receivables of ` 3,132.15 lakh (March 31, 2022 ` 4,415.66 lakh) mainly includes enhanced compensation of
` 2,335.15 lakh (March 31, 2022 ` 2,335.15 lakh) receivable by the Holding company from National Highways Authority
of India pursuant to land acquisition by the Central Government under National Highways Act, 1956 (Refer note 37). Also,
it includes expenditure recoverable from Jharkhand State Livelihood Promotion Society (Ministry of Rural Development)
regarding Project cost component for skilling candidates in state of Jharkhand of ` 304.35 lakh (March 31, 2022 : ` 298.11
lakh).
283
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
15 Inventories
Raw materials
Good in transit- raw material
Work in progress
Finished goods
Scrap Stock
Stores spares & others
Less: Provision on inventories (Finished Goods)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
32,955.06
243.35
12,466.08
8,044.05
41.82
363.39
54,113.74
(155.57)
53,958.18
As At
March 31, 2023
24,473.89
1,190.20
15,980.33
9,327.43
48.81
409.46
51,430.12
(100.43)
51,329.69
a) Refer note 21 & 22 for information on above assets being pledged as security by the Group.
16 Trade Receivables
Considered good - secured
Considered good - unsecured
Trade receivables which have significant increase in credit risk
Trade receivables - credit impaired
Less: Loss allowance
Total
a) Trade receivables ageing schedule as at March 31, 2023
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
-
36,662.31
-
756.25
(756.25)
36,662.31
As At
March 31, 2023
-
20,936.17
-
4.30
(4.30)
20,936.17
Particulars
Outstanding for following periods from due date of payment
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Not due Less than
6 months
6 months
-1 year
1-2 years 2-3 years More than
3 years
(i) Undisputed Trade receivables
20,110.93
785.35
26.58
11.40
1.92
- 20,936.17
– considered good
(ii) Undisputed Trade Receivables
– which have significant
increase in credit risk
(iii) Undisputed Trade Receivables
– credit impaired
(iv) Dispute Trade Receivables
considered good
(v) Disputed Trade Receivables
which have significant
increase in credit risk
-
-
-
-
-
-
-
-
-
-
-
-
(vi) Disputed Trade Receivables –
0.16
4.04
0.10
credit impaired
Less: Allowances for expected
credit loss
(0.16)
(4.04)
(0.10)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4.30
(4.30)
Net Trade receivables
20,110.93
785.35
26.58
11.40
1.92
- 20,936.17
284
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
Trade receivables ageing schedule as at March 31, 2022
Particulars
Outstanding for following periods from due date of payment
Total
Not due Less than
6 months
6 months
-1 year
1-2 years 2-3 years
More
than 3
years
(i) Undisputed Trade receivables
28,234.48
8,351.56
5.78
67.09
3.41
- 36,662.31
– considered good
(ii) Undisputed Trade Receivables
– which have significant
increase in credit risk
-
-
(iii) Undisputed Trade Receivables
110.63
73.01
– credit impaired
(iv) Dispute Trade Receivables
considered good
(v) Disputed Trade Receivables
which have significant
increase in credit risk
(vi) Disputed Trade Receivables –
credit impaired
Less: Allowances for expected
credit loss
-
-
-
-
-
-
(110.63)
(73.01)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
572.61
756.25
-
-
-
-
-
-
-
(572.61)
(756.25)
Net Trade receivables
28,234.47 8,351.56
5.78
67.09
3.41
- 36,662.31
b) The movement in allowance for bad and doubtful debts is as follows:
Balance as at beginning of the year
Loss allowances during the year
Trade receivables written off / written back during the year
Balance as at the end of the year
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
756.25
-
(751.95)
4.30
656.18
183.65
(83.57)
756.25
c) Trade receivables are generally on terms of 30 - 90 days (March 31, 2022: 30-90 days).
d) The Group exposure to credit and currency risk, and loss allowances related to trade receivables are disclosed in note 44.
e)
For information on trade receivables pledged as security, Refer note no. 21 & 22.
f) No trade or other receivables are due from directors or other officers of the Group either severally or jointly with any other
persons.
17 Cash and cash equivalents
Balances with banks:
- Current account
- Deposits with original maturity of less than 3 months
Cash on hand
Cheque/drafts on hand
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
17,575.11
7,264.89
60.31
714.19
25,614.50
10,356.64
315.15
63.32
949.95
11,685.07
a)
For the purpose of the statement of cash flow, the cash and cash equivalent are same given above.
285
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
18 Bank balances other than cash & cash equivalents
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Earmarked balances with banks
Unpaid dividend account
Deposits with original maturity of more than 3 months but less than 12 months
(Refer note ‘a’ below)
Deposits with original maturity of more than 12 months (Refer note (a) below)
Less: Amount disclosed under “other financial assets” (Refer Note No. 11)
28.09
3,804.14
43.98
3,876.21
(43.98)
3,832.23
26.24
3,266.15
273.70
3,566.09
(273.70)
3,292.39
a) Refer note 21 & 22 for information on above assets being pledged as security by the Group.
b) The bank has created as lien/charge on any amount kept by the borrower time to time with the bank as term deposit and
other deposit maximum upto ` 843.41 Lakhs for Letter of credit issued for the Group.
19 Share Capital
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Authorised
51,440,000* (March 31, 2022: 51,440,000) equity shares of ` 10 each
10,000* (March 31, 2022: 10,000) 4% Non Cumulative Redeemable Preference
Shares of ` 10 each
3,256,000* (March 31, 2022: 3,256,000) 10.5% Non Cumulative Redeemable
Preference Shares of ` 100 each
Issued, subscribed and paid up
21663937* (March 31, 2022: 21663937) Equity Shares of ` 10 each fully paid up
* Number of Shares are given in absolute numbers.
a) Reconciliation of issued and subscribed share capital:
5,144.00
1.00
5,144.00
1.00
3,256.00
3,256.00
8,401.00
8,401.00
2,166.39
2,166.39
2,166.39
2,166.39
Equity Share (` 10 each fully paid up)
Balance as at April 01, 2021
Changes during the year
Balance As at March 31, 2022
Changes during the year
Balance As at March 31, 2023
b) Terms/ rights attached to equity shares:
(All amounts are in ` Lakhs, unless otherwise stated)
No. of shares
Amount
2,16,63,937
2,166.39
-
-
2,16,63,937
2,166.39
-
-
2,16,63,937
2,166.39
The holding company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares
is entitled to one vote per share. The holding company declares and pays dividends in Indian rupees. The final dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the holding company, the holders of equity shares will be entitled to receive remaining assets
of the holding company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders. During the year, the holding company had declared and paid First interim dividend
286
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
of ` 2.5/- per share for 2022-23 for distribution to shareholders. Subsequent to the balance sheet date, the Board of
Directors has declared second interim dividend of ` 5/- per share for 2022-23 for distribution to shareholders.
c) Details of shareholders holding more than 5% shares
Name of Party
As at March 31, 2023
As at March 31, 2022
Mrs. Payel Seth
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mr. Sanjiv Dhireshbhai Shah
Total
d) Details of Promotor’s shareholding:
No. of shares
44,13,635
28,62,145
69,47,621
17,16,282
1,59,39,683
Holding %
20.37
13.21
32.07
7.92
73.57
No. of shares
44,13,635
28,62,145
69,47,621
17,61,979
1,59,85,380
Holding %
20.37
13.21
32.07
8.13
73.78
Name of Shareholder
As at March 31, 2023
As at March 31, 2022
Mrs. Payel Seth
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mrs. Shifalli Seth
Nim International Commerce LLP
Total
No. of shares
44,13,635
28,62,145
69,47,621
2,01,478
30
1,44,24,909
% of total
shares
20.37
13.21
32.07
0.93
0.00
66.58
No. of shares
44,13,635
28,62,145
69,47,621
2,01,478
30
1,44,24,909
% of total
shares
20.37
13.21
32.07
0.93
0.00
66.58
% change
during the year
-
-
-
-
-
Name of Shareholder
As at March 31, 2022
As at March 31, 2021
No. of shares
Holding % No. of shares
Holding %
Mrs. Payel Seth
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Mrs. Shifalli Seth
Nim International Commerce LLP
44,13,635
28,62,145
69,47,621
2,01,478
30
20.37
13.21
32.07
0.93
0.00
44,13,635
28,62,145
69,47,621
2,01,478
30
Total
1,44,24,909
66.58
1,44,24,909
20.37
13.21
32.07
0.93
0.00
66.58
% change
during the year
-
-
-
-
-
20 Other equity
General Reserve
Securities Premium
Capital Redemption Reserve
Amalgamation Reserve
Capital Reserve
Foreign Currency Translation Reserve
Change in investment through other comprehensive income
Retained Earnings
Share Based Payment reserve
Cash Flow Hedge Reserve [Net of tax of ` (48.26) lakh (March 31, 2022 : ` 101.61
lakh)]
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
4,204.36
17,103.90
95.00
625.95
-
5,039.94
(35.11)
30,388.41
-
305.08
As At
March 31, 2023
4,204.36
17,103.90
95.00
625.95
506.98
3,989.08
(292.88)
43,728.78
259.51
(140.51)
70,080.17
57,727.53
287
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
I.
For Movement during the period in Other Equity, Refer Statement of Changes in Equity.
II. Nature and purpose of reserves
a) General reserve
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
4,204.36
4,204.36
The holding company has transfered a portion of the net profilt of the holding company before declaring dividend to general
reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required
under the Companies Act, 2013.
b) Securities Premium
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
17,103.90
17,103.90
The amount received in excess of face value of the equity shares is recognised in securities premium. The reserve will be
utilised in accordance with the provisions of the Companies Act, 2013.
c) Capital redemption reserve
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
95.00
95.00
This Reserve has been created at the time of merger with other companies in earlier years in accordance with the provisions
of the Companies Act, 2013.
d) Amalgamation reserve
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
625.95
625.95
This Reserve has been created at the time of amalgamation of other companies in earlier years in accordance with the
provisions of the Companies Act, 2013.
e) Capital reserve
Particulars
Balance as at beginning/ end of the year
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
506.98
-
This Reserve pertains to gain on bargain purchase on subsidiary acquired during the year.
288
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
f)
Foreign currency translation reserve
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
3,989.08
5,039.94
The exchange differences arising from the translation of financial statements is recognized in other comprehensive income
and is presented within equity.
g) Retained earnings
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
43,728.78
30,388.41
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends
or other distributions paid to shareholders. Out of the above, reserve on account of revaluation of assets of ` 404.77 lakh
(March 31, 2022: ` 402.39 lakh) is not available for distribution. During the year, the company has paid dividend of ` 1624.80
lakh, out of which ` 1083.20 lakh pertains to FY 21-22 and ` 541.60 lakh for the FY 2022-23.
h) Share Based Payment Reserve
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
259.51
-
The fair value of equity settled share based payment transactions with employees of the company / subsidiary company
is recognised in share based payment reserve.
i)
Cash Flow Hedge Reserve
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Balance as at beginning/ end of the year
(140.51)
305.08
This reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated
portion of hedging instruments entered into for cash flow hedges. This reserve will be reclassified to statement of profit
and loss only when the hedged transaction affects the profit or loss.
j)
Change in investment through Other Comprehensive Income (OCI)
Particulars
Balance as at beginning/ end of the year
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
(292.88)
(35.11)
Change in investment through Other Comprehensive Income (OCI) represents fair valuation of investments of subsidiary
company routed through OCI.
289
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
21 Long Term Borrowings
From Banks (Secured)
- Term Loan*
- Vehicle Loans
From Financials Institutional (Secured)
- Vehicle Loans
From others - unsecured (Refer note "E"
below)
Less: Amount disclosed under other
financial liabilities as ‘Current maturities
of long-term borrowings’ (Refer note 22)
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
8,617.94
61.48
-
250.77
12,072.77
78.82
4,131.76
46.44
-
231.22
-
-
8,930.19
-
12,382.81
-
4,178.20
4,178.20
4,046.00
37.52
64.85
-
4,148.37
4,148.37
8,930.19
12,382.81
-
-
*includes loans which are carried at amortised cost
A) Nature of Security in respect of Holding Company:
i)
Term loan from Kotak Mahindra Bank is secured by lien marked on investments in debt mutual funds and personal
guarantee of Mr. Pulkit Seth (Promoter Director).
ii) Term loan from Indusind Bank is secured by fixed deposit of ` 83.00 Lakhs. (March 31, 2022 : ` 312.32 Lakhs)
iii) Term loan from Union Bank of India (erstwhile Andhra Bank) is secured by fixed deposit of ` 106.33 Lakhs. (March 31,
2022 : ` 101.67 Lakhs)
iv) Term loan from HDFC Bank are secured by charge over fixed assets financed by term loan, Immoveable assets of
the Company situated at (a) Plot No. 51, Sector 32, Gurgaon b) Plot No. 446, Udhyog Vihar, Phase IV, Gurgaon and
Personal guarantee of Mr. Pulkit Seth (Promoter Director).
v)
Emergency credit line guaranteed scheme facilities are secured by second charge over securities provided for base
credit facility, except personal guarantees.
vi) Vehicle Loans are secured by hypothecation over the vehicle financed by respective loan.
B) Security in respect of Pearl Global (HK) Limited
i)
The bank borrowing facilities are secured by Group’s property, plant and equipment, inventories, trade receivables,
corporate guarantee of the holding company and a fellow subsidiary and director’s (Mr. Pulkit Seth) personal
guarantee.
C) Maturity Profile
Particulars
Term loan from Banks and Financial Institution are
repayable in monthly/quarterly/yearly installments
Vehicle loans from banks and financial institutions are
repayable in monthly installments
From others - unsecured
2023-24
2024-25
2025-26
4,131.76
4,304.04
2,521.75
Beyond
2025-26
1,792.15
Total
12,749.70
46.44
43.01
18.47
-
107.92
-
65.78
184.99
250.77
D) Vehicle loans are secured against hypothecation of respective vehicles.
E)
It represents loan from Non-Controlling shareholders which is unsecured, interest free and not expected to be repayable
within one year.
290
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
F) The above loan(s) carries rate of interest ranging between 4.50% to 10.85% per annum (March 31, 2022 : Between 1.75%
to 12.11%)
22 Short Term Borrowings
Working capital loan from banks(secured)
- Rupee loan
Current maturities of long-term borrowings (Refer no. 21)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
31,730.04
4,178.20
35,908.24
39,883.00
4,148.37
44,031.37
A. Nature of Securities for Working Capital Facilities under Consortium Arrangement of Holding Company:
i)
Primary Securities offered includes:
a)
First pari passu charge by way of hypothecation over entire movable fixed assets of company, except any assets
charged to any banks/financial institutions for securing term loans.
b) First Pari Passu Charge over entire currents assets of the borrower, both present and future, including but not
limited to stocks of raw materials, semi-finished and finished goods, book debts, loans and advances etc.
ii) Collateral Securities offered includes:
a)
First pari passu charge over Immoveable properties of the Company situated at (i) Plot No. 16/17, Udyog Vihar,
Phase VI, Gurgaon, (ii) Plot No. 751, Pace City-II, Sector 37, Gurgaon & (iii) Survey No. 30(P), 31(P), 32(P) & 262(P),
Melavalam & Arryapakkam Village, Madurantakam Taluk, Kancheepuram District, TamilNadu.
b) Principal amount of fixed deposits pledged amounting to ` 710.00 Lakhs. (Closing Balance as on March 31, 2023
is ` 738.77 Lakhs) (March 31, 2022 : ` 713.61 Lakhs)
c)
Irrrevocable and unconditional personal guarantee of Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit
Seth (Promoter Director).
B. Securities for Working Capital Facilities by HDFC Bank (Adhoc Outside Consortium)
a)
Exclusive charge over corporate office (Land & Building) situated in Gurgaon, Haryana.
C) Security in respect of Pearl Global (HK) Limited,
i)
As at March 31, 2023, certain of the Company’s Inventories with a net carrying amount of approximately ` 3,946.56
(March 2022: ` 1,516.20) were pledged to secure banking facilities granted to the Company.
ii) As at March 31, 2023, certain of the Company’s property, plant & equipment with a net carrying amount of approximately
` 5,721.59 (March 31, 2022: ` 4,882.00) were pledged to secure banking facilities granted to the Company.
iii) As at March 31, 2023, certain of the Company’s leasehold land with a net carrying amount of approximately ` 2,693.29
(March 31, 2022: ` 2,581.67) were pledged to secure banking facilities granted to the Company.
iv) As at March 31, 2023, certain of the Company’s trade receivable with a net carrying amount of approximately
` 3,864.34 (March 31, 2022: ` 2,653.35) were pledged to secure banking facilities granted to the Company.
D) Security in respect of Norp Knit Industries Limited,
-
First Pari-Passu charge on movable fixed assets and whole of current assets including stocks of raw material,
semi-finished goods, finished goods, book debts, consumable stores and spares.
E) For interest rate & liquidity risk related disclosures, (refer note 44).
291
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
23 Other Financial Liabilities
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
As At
March 31, 2023
107.03
-
-
As At
March 31, 2022
240.92
-
-
Current
As At
March 31, 2023
19.43
-
137.57
As At
March 31, 2022
6.51
-
93.59
-
-
-
-
-
-
28.09
124.27
303.62
339.59
446.62
-
240.92
782.10
1,395.08
26.24
92.90
-
684.85
904.09
Security deposit
Book overdraft
Interest accrued but not due on
borrowings
Unpaid dividends (Refer Note b)
Creditors for capital goods
Financial Liabilites at Fair Value through
OCI - Cash Flow Hedge
Others
Notes:
a) The Group’s exposure to market and liquidity risk related to other financial liabilities is disclosed in note 44.
b) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies
Act, 2013 as at the year end (March 31,2022: Nil).
c) Other payables under non current financial liabilities of ` 339.59 Lakhs represents consideration payable to Non-
Controlling interest shareholders for acquisition of Step-down subsidiary ”Alpha Clothing Limited” (March 31, 2022 : ` Nil ).
Other payable under current financial liabilites of ` 782.10 Lakhs includes ` 425.14 Lakhs pertaining to consideration
payable to Non-Controlling interest shareholders for acquisition of Step-down subsidiary ”Alpha Clothing Limited” (March
31, 2022 : ` 684.85 Lakhs includes ` 668.77 Lakhs for export bill discounted).
24 Provisions
Provision for employee benefits
Provision for compensated absenses
Provision for gratuity (Refer to note 40)
Other employee benefits
25 Other liabilities
Advance received against sale of land
Advance from customers
Deferred government grant
Deferred rental income
Statutory dues
Others
292
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
400.02
2,355.57
131.05
2,886.64
574.57
1,775.48
77.51
2,427.56
19.26
82.47
39.24
140.97
30.87
213.94
-
244.81
(All amounts are in ` Lakhs, unless otherwise stated)
Non - Current
Current
As At
March 31, 2023
As At
March 31, 2022
As At
March 31, 2023
As At
March 31, 2022
-
-
5.58
90.95
-
-
2,963.62
-
6.58
35.87
-
-
96.53
3,006.07
-
114.94
145.60
6.97
1,383.14
286.38
1,937.03
-
-
145.60
18.83
784.07
-
948.52
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
26 Trade payables
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
As At
March 31, 2023
Total Outstanding dues of Micro and Small enterprises
Total Outstanding dues of Creditors other than Micro and Small enterprises
744.87
38,423.82
39,168.69
663.99
43,204.80
43,868.79
a) Trade Payables ageing schedule as at March 31, 2023:
Particulars
Outstanding for following periods from due date of payment
Not due
Less than
1 year
1-2 years
2-3 years "More than
3 years"
(i) MSME
(ii) Others
742.65
2.22
-
23,597.03
11,207.42
41.75
(iii) Disputed dues — MSME
(iv) Disputed dues — Others
-
-
-
-
-
-
-
1.98
-
-
-
-
-
-
"Unbilled
dues"
Total
-
744.87
3,575.64
38,423.82
-
-
-
-
b) Trade Payables ageing schedule as at March 31, 2022:
Particulars
Outstanding for following periods from due date of payment
Not due
Less than
1 year
1-2 years
2-3 years More than
3 years
Unbilled
dues
Total
(i) MSME
(ii) Others
482.99
181.00
-
31,491.38
6,787.52
30.62
(iii) Disputed dues — MSME
(iv) Disputed dues — Others
-
-
-
-
-
-
-
0.92
-
-
-
-
663.99
5.68
4,888.71
43,204.80
-
-
-
-
-
-
c) Trade payable are non- interest bearing and are generally on a credit period of not more than 90 days except in case of
Micro & Small Enterprises (if any) which are settled within 45 days. However, in respect of Pearl Global (HK) Limited, trade
payables are normally settled within one year.
d) For information of amount of trade payable to related parties, Refer note no. 47.
e) The Group’s exposure to market and liquidity risk related to trade payables is disclosed in note 44.
27 Liabilities for current tax (net)
Provision for income tax
[Net of advance tax ` 1,788.26 Lakhs (March 31, 2022 ` 856.21 Lakhs)]
28 Revenue from operations
Sale of Product
Job Receipts
Other Operating Revenues
Revenue from operations
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2022
217.87
As At
March 31, 2023
1,883.50
1,883.50
217.87
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
3,04,697.93
354.40
10,788.59
3,15,840.92
For the year ended
March 31, 2022
2,62,931.37
25.98
8,395.55
2,71,352.90
293
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
a) Performance obligation
Revenue is recognised upon transfer of control of products and customers.
During the year, the Group has not entered into long term contracts with customers and accordingly disclsoure of
unsatisfied or remaining performance obligation (which is affected by several factors like changes in scope of Contracts,
periodic revalidations, adjustment for revenue that has not been materialised, tax laws etc.) is not applicable to the Group.
b) Disaggregation of revenue
The table below presents disaggregated revenues from contracts with customers on the basis of geographical spread of
the operations of the Group. The Group believes that this disaggregation best depicts how the nature, amount of revenues
and cash flows are affected by market and other economic factors:
Revenue based on Geography
India
Outside India
Revenue from operations
c) Reconciliation of revenue from operations with contracted price
Contracted Price
(Less): Sales Returns
(Less): Rebates and discounts
d) Trade Receivables, Contract Balances
For Trade Receivables, Refer note no. 16.
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
1,036.52
For the year ended
March 31, 2022
2,498.99
3,14,804.40
3,15,840.92
2,68,853.91
2,71,352.90
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
3,18,660.19
For the year ended
March 31, 2022
2,71,355.34
11.07
(2,830.34)
-
(2.44)
3,15,840.92
2,71,352.90
Further, the Group has no contracts where the period between the transfer of the promised goods or services to the
customer and payment terms by the customer exceeds one year. In light of above;
-
-
it does not adjust any of the transaction prices for the time value of money, and
there is no unbilled revenue as at March 31, 2023.
Further, the Group doesn’t have any contract liabilities as at March 31, 2023 and March 31, 2022
e) Variable Consideration associated with Sales: The companies under the Group estimates the variable consideration using
the most likely amount or expected value method, whichever approach best predicts the amount of consideration based on
the terms of contract and available information and updates the estimates in each reporting period.
29 Other income
Interest income
- On Fixed deposits
- On loans and advances
- On income tax refund
- On Investment
Other non-operating income:
- Rental income
294
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
228.15
147.01
26.34
34.88
117.46
117.75
-
67.36
751.10
742.30
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
- Foreign exchange fluctuation
- Amortisation of deferred rental income
- Profit on sale of current investment - mutual fund
- Fair value gain on investments measured at fair value through
profit and loss(net)
- Dividend Income
- Excess provision written back
- Sundry balances written off relating to Provision
572.61
(474.11)
- Sundry balances written back
- Gain on termination of lease
- Miscellaneous income
30 Cost of Raw Material Consumed
-
19.36
97.05
-
36.54
-
98.50
91.51
-
750.55
2,280.99
523.24
16.44
16.34
573.58
25.62
-
160.91
340.60
50.38
593.96
3,345.94
Raw Material
Balance at the beginning of the Year
Add:- Purchases during the year
Add: Impact of exchange fluctuation & re-instatement
Less:- Balance at the end of the Year
Total Raw Material Consumption
31 Purchase of Stock in Trade
Purchases during the year
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
32,955.06
1,44,048.38
(3,288.34)
1,73,715.10
(24,473.89)
13,670.22
1,35,350.71
465.08
1,49,486.01
(32,955.06)
1,49,241.21
1,16,530.95
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
18,901.73
18,901.73
For the year ended
March 31, 2022
40,790.23
40,790.23
32 Changes in inventories of finished goods, stock in trade and work in progress
Inventories at the beginning of the year
Work-in-progress
Finished goods
Scrap Stock
Inventories at the end of the year
Work-in-progress
Finished goods
Scrap Stock
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
(A)
12,466.08
7,888.48
41.82
20,396.38
15,980.33
9,227.00
48.81
9,637.71
4,060.98
166.84
13,865.53
12,466.08
7,888.48
41.82
295
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
Impact of exchange fluctuation & re-instatement
(Increase) / decrease in inventory (A-B+C)
33 Employee benefits expense
Salaries, Wages & Bonus
Contribution to Provident and Other funds
Gratuity expense (Refer note 40)
Compensated absences
Share based expense (Refer Note 51)
Staff Training & Welfare Expenses
34 Finance costs
Interest Expense
- On Term loans,Cash Credit & Working Capital Facilities
- Delayed Payment of Taxes
-
lease liabilities
Unwinding of discount on security deposit
Other borrowing cost
35 Depreciation and amortisation expense
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
(B)
25,256.14
(333.08)
(5,192.84)
20,396.38
271.98
(6,258.87)
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
50,467.63
1,839.89
615.50
710.39
259.51
2,253.60
56,146.52
43,310.54
1,002.40
421.73
408.04
-
719.39
45,862.10
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
2,777.35
72.51
997.47
18.15
2,652.41
6,517.89
2,637.31
5.82
846.79
14.08
1,156.37
4,660.37
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
Depreciation of - Property, plant and equipment (Refer note no. 4)
3,176.89
3,027.13
Depreciation & Amortisation of Investment Properties (Refer note no. 6)
Amortisation of intangible assets (Refer note no. 8)
Amortisation of Right-of-use assets (Refer note no. 49)
79.56
37.61
1,783.58
5,077.64
82.20
30.53
1,693.82
4,833.68
296
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
36 Other expenses
Manufacturing Expense
Consumption of Stores & Spare Parts
Power & fuel
Rent
Rates & Taxes
Travelling & Conveyance
Freight & clearing Charges
Claim to Buyers
Repair & Maintenance
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
32,016.00
1,509.11
3,075.46
1,031.11
481.49
2,416.58
5,895.06
-
For the year ended
March 31, 2022
28,627.46
1,662.03
2,587.39
478.61
104.66
1,259.16
7,344.39
1,437.97
- Plant & Machinery
- Buildings
- Other
Commission
Legal & Professional Expenses
Security Charges
Bank charges
Insurance Expenses
Inspection Fees
Payment to the Auditors
Sundry Balances written off
Foreign Exchange Fluctuation Loss
Corporate social responsibility
Fair value loss on financial assets measured at fair value through profit and loss
Loss on Lease Modification
Loss allowance for doubtful debts and advances
Loss on sale of Licenses
Miscellaneous Expenses
Total
a) Details of payment made to auditors is as follows:
37 Exceptional Items
530.04
98.82
1,405.65
308.68
7,062.45
344.21
1,691.75
779.07
650.23
191.57
227.11
6,817.57
20.33
13.19
86.09
163.28
274.73
4,101.22
71,190.80
162.32
75.72
1,325.23
395.77
6,106.97
452.16
1,472.21
1,193.61
234.52
134.63
554.86
364.31
80.54
-
-
336.93
366.89
3,612.03
60,370.37
(All amounts are in ` Lakhs, unless otherwise stated)
Profit on sale of property, plant and equipment and investment property (Refer Note
‘a’ below)
Impairment of investment in subsidiaries written back (Refer Note 9 (c))
Investment written off (Refer note 9 (c))
Interest on Refund of advance (Refer Note ‘b’ below)
Loss allowance for receivables (net of expected credit loss reversal)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
(4,295.89)
(644.98)
(1,648.35)
1,648.35
827.00
2,122.93
(1,345.96)
(30.00)
3.16
-
-
(671.82)
a) The figures in bracket above represents income/ profit.
b) As at March 31, 2022, the Company had ` 2963.62 Lakhs advance outstanding in the books of account. During the year, as
per supplementary agreement, the Company was required to repay the amount along with interest of ` 827 Lakhs. During
the year ended March 31, 2023, the Company has repaid advance of ` 2963.62 Lakhs along with interest of ` 827 Lakhs.
297
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
38 Components of other comprehensive income
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
A (i) Items that will not be reclassified to profit and loss
Re-measurement gains/ (losses) on defined benefit plans
Income tax expense
Gain on Bargain Purchase
Changes in fair value of financial assets designated at fair value OCI Movement will
not be reclassified
B (i) Items that will be reclassified to profit and loss
Foreign exchange translation reserve
Fair valuation of investment in mutual fund
Hedging Reserve through OCI
Changes in fair value of financial assets designated at fair value OCI Movement will
be reclassified
Income tax expense
(56.05)
(0.53)
506.98
(193.77)
(1,050.98)
-
(595.46)
(64.01)
149.87
(1,303.95)
(100.97)
(20.48)
-
-
1,242.11
(28.98)
419.03
-
(105.46)
1,405.26
39 Earnings per share (EPS)
(All amounts are in ` Lakhs, unless otherwise stated)
Profit attributable to the equity shareholders (A)
Number/Weighted average number of equity shares outstanding at the end of the
year (B)
Dilutive effect on Weighted average number of equity shares outstanding at the end
of the year (C)
Number/Weighted average number of diluted equity shares outstanding at the end
of the year (D = B + C)
Nominal value of equity shares
Basic Earning per share (A/B) (in `)
Diluted Earning per share (A/D) (in `)
40 Gratuity and other post-employment benefit plans
a) Defined contribution plans
For the year ended
March 31, 2023
For the year ended
March 31, 2022
14,925.44
2,16,63,937
6,814.64
2,16,63,937
34,266.55
-
2,16,98,204
2,16,63,937
`10
68.90
68.79
`10
31.46
31.46
The Group makes contribution towards Employees Provident Fund, Employee’s State Insurance scheme and other welfare
schemes. Under the rules of these schemes, the Group is required to contribute a specified percentage of payroll costs.
The Group during the year recognised the following amount in the Statement of profit and loss account under Group’s
contribution to defined contribution plan.
Employer's Contribution to Provident Fund/ Pension Fund
Employer's Contribution to Employee State Insurance
Employer's Contribution to Welfare Fund
Total
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
1,527.51
295.76
16.62
1,839.89
792.01
197.77
12.62
1,002.40
The contribution payable to these schemes by the Group are at the rates specified in the rules of the schemes.
298
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
b) Employee Benefit Obligation in case of Pearl Global HK Limited
Policy for the Group’s operation in the Republic of Indonesia
The Group determines its post-employment benefits obligation under the Labor Law of the Republic of Indonesia No.
13/2003. The cost of providing post-employment benefits is determined using “Projected Unit Credit” method. Actuarial
gains or losses are recognised as income or expense when the net cumulative unrecognised actuarial gains and losses
at the end of the previous reporting year exceeded the higher of 10% of the defined benefit obligation and 10% of the fair
value of plan assets at that date. These gains or losses are recognised on a straight-line basis method over the expected
average remaining working lives of the employees. Past service cost arising from the introduction of a defined benefit
plan or changes in the benefits obligation of an existing plan are required to be amortised over the period until the benefits
concerned become vested.
Policy for the Group’s operation in the Socialist Republic of Vietnam
The severance allowance for employees is accrued at the end of each reporting period for all employees having worked at
the Group for full 12 months and above. Working time serving as the basis for calculating severance allowance shall be the
total actual working time subtracting the time when the employees have made unemployment insurance contributions as
prescribed by law, and the working time when severance allowance has been paid to the employees. The allowance made
for each year of service equals to a half of an average monthly salary under the Vietnamese Labour Code, Social Insurance
Code and relevant guiding documents. The average monthly salary used for calculation of severance allowance shall be
adjusted to be the average of the 6 consecutive months nearest to the date of the financial statements at the end of each
reporting period. The increase or decrease in the accrued amount shall be recorded in the statement of profit or loss or
other comprehensive income.
Policy for the Group’s operation in the Hong Kong Special Administrative Region of the People’s Republic of China
The Group participates in Mandatory Provident Fund Scheme (“MPF Scheme”) for its employees in Hong Kong. The MPF
Scheme is registered with the Mandatory Provident Fund Scheme Authority under the Mandatory Provident Fund Schemes
Ordinance. The assets of the MPF Scheme are held separately from those of the Group in funds under the control of an
independent trustee. Pursuant to the rules of the MPF Scheme, each of the employer and employees are required to
make contributions to the scheme at rates specified in the rules. The MPF Scheme is a defined contribution plan and the
Group is only obliged to make the required contributions under the scheme. No forfeited contribution is available to reduce
the contribution payable in the future years. The retirement benefit cost arising from the MPF Scheme charged to the
consolidated statement of profit or loss and other comprehensive income represent contribution payable to the funds by
the Group in accordance with the rules of the MPF Scheme.”
c) Defined benefit plans
In accordance with Ind AS 19 “Employee benefits”, an actuarial valuation on the basis of “Projected Unit Credit Method”
was carried out, through which the Group is able to determine the present value of obligations. “Projected Unit Credit
Method” recognises each period of service as giving rise to additional unit of employees benefit entitlement and measures
each unit separately to built up the final obligation.
i) Gratuity scheme in case of holding company
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed
five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of
service and salary at retirement age. The gratuity is funded in current year for all the units and maintained by Life
Insurance Corporation of India .
ii) Other long term employee benefits
As per the Group policy, eligible leaves can be accumulated by the employees and carried forward to future periods to
either be utilised during the service, or encashed. Encashment can be made during the service, on early retirement, on
withdrawal of scheme, at resignation by employee and upon death of employee. The scale of benefits is determined
based on the seniority and the respective employee’s salary. The Group records an obligation for such compensated
absences in the period in which the employee renders the services that increase this entitlement. The obligation is
measured on the basis of independent actuarial valuation using the projected unit credit method.
299
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
Re-measurements, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable)
and the return on plan assets (excluding interest and if applicable), is reflected immediately in Other Comprehensive
Income in the statement of profit and loss. All other expenses related to defined benefit plans are recognised in
statement of profit and loss as employee benefit expenses. Re-measurements recognised in Other Comprehensive
Income will not be reclassified to statement of profit and loss hence it is treated as part of retained earnings in
the statement of changes in equity. Gains or losses on the curtailment or settlement of any defined benefit plan
are recognised when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as past
service costs.
d) The following tables summarize the components of net benefit expense recognised in the Statement of profit and loss and
the funded status and amounts recognised in the balance sheet for the defined benefit plan (viz. gratuity and compensated
absences).Leave encashment include earned leaves and sick leaves. These have been provided on accrual basis, based on
year end actuarial valuation by actuary’s of respective companies consolidated in these financial statements.
Change in benefit obligations
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
Gratuity
(Funded)
916.76
-
68.85
277.97
-
(104.27)
-
(50.30)
1,109.00
Gratuity
(Unfunded)
1,345.90
7.76
94.55
220.65
(26.00)
(139.17)
(87.97)
109.41
1,525.13
Gratuity
(Funded)
929.10
-
69.78
207.89
-
(199.61)
-
(90.40)
916.76
Gratuity
(Unfunded)
1,068.15
-
78.36
196.94
(108.82)
(114.75)
43.69
182.33
1,345.92
Opening defined benefit obligation
Adjustment in opening obligation
Interest cost
Service cost
Past Service cost
Benefits paid
Foreign currency translation reserve
Actuarial (gain) / loss on obligations
Present value of obligation as at
the end of the year
e) The following tables summarise the components of net benefit expense recognised in the Statement of profit or loss and
the funded status and amounts recognised in the balance sheet for the respective plans:
Cost for the year included under employee benefit
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
Gratuity
(Funded)
277.97
-
48.33
-
-
Gratuity
(Unfunded)
220.65
(26.00)
94.55
-
-
326.30
289.20
Gratuity
(Funded)
207.89
-
69.78
(22.42)
-
255.25
Gratuity
(Unfunded)
196.94
(108.82)
78.36
-
-
166.48
Current service cost
Past service cost
Interest cost
Expected return on plan assets
Actuarial (gain) / loss
Net cost
300
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
f) Changes in the fair value of the plan assets are as follows:
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
Fair value of plan assets at the
beginning
Difference amount in opening fund
Expected return on plan assets
Contributions
Employee's Contribution
LIC charges
Benefits paid
Actuarial gains / (losses) on the plan
assets
Gratuity
(Funded)
273.25
-
20.52
7.19
-
(3.65)
(104.27)
3.05
Fair value of plan assets at the end
196.09
g) Detail of actuarial gain/loss recognised in OCI is as follows:
Gratuity
(Unfunded)
-
-
-
-
-
-
-
-
-
Gratuity
(Funded)
298.57
-
22.42
22.70
-
(4.37)
(57.04)
(9.03)
273.25
Gratuity
(Unfunded)
-
-
-
-
-
-
-
-
-
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
Gratuity
(Funded)
(50.30)
Gratuity
(Unfunded)
109.41
Gratuity
(Funded)
(90.40)
Gratuity
(Unfunded)
182.33
(3.05)
-
9.03
-
Actuarial (gain) / loss for the year –
obligation
Actuarial (gain) / loss for the year -
plan assets
Total (gain) / loss for the year
(53.35)
109.41
(81.36)
182.33
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market. The actuarial assumptions include
economic assumptions of discount rate and rate of increase in compensation levels. Other assumptions considered are
demographic assumptions and withdrawal rate while calculating the obligations as at year end.
h) Net (assets) / liabilities recognised in the Balance Sheet and experience adjustments on actuarial gain / (loss) for
benefit obligation and plan assets -
Particulars
Present value of obligation
Less: Fair value of plan assets
Net assets /( liability)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
Gratuity
(Funded)
1,109.00
196.09
(912.91)
Gratuity
(Unfunded)
1,525.13
-
(1,525.13)
As At
March 31, 2022
Gratuity
(Funded)
916.76
273.25
(643.51)
Gratuity
(Unfunded)
1,345.92
-
(1,345.92)
301
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
i) A quantitative sensitivity analysis for significant assumptions is as shown below:
Particulars
A. Discount rate
Effect on DBO due to increase
in Discount Rate (1% in funded
and 0.5% in unfunded)
Effect on DBO due to decrease
in Discount Rate (1% in funded
and 0.5% in unfunded)
B. Salary escalation rate
Effect on DBO due to increase
in Salary Escalation Rate (1% in
funded and 0.5% in unfunded)
Effect on DBO due to decrease
in Salary Escalation Rate (1% in
funded and 0.5% in unfunded)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
Gratuity
(Funded)
Gratuity
(Unfunded)
Gratuity
(Funded)
Gratuity
(Unfunded)
(111.39)
(905.26)
(93.76)
(846.99)
132.39
1,071.22
111.49
1,006.31
134.24
1,074.89
113.23
1,009.06
(114.68)
(907.33)
(96.65)
(848.19)
C. Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated
for group as a whole.
j) Risk
Discount Rate
Salary Increases
Withdrawals
Reduction in discount rate in subsequent valuations can increase the liability.
Actual salary increases will increase the defined benefit liability. Increase in salary increase rate
assumption in future valuations which inturn also increase the liability.
Actual withdrawals proving higher or lower than assumed withdrawals and change of
withdrawals rates at subsequent valuations can impact defined benefit liability.
Morality and disability
Actual details and disability cases proving lower or higher than assumed in the valuation can
impact the liabilities.
k) Refer respective standalone financial statements of Holding Company and the Subsidiary Companies forming part of the
Group for Maturity Profile of Defined Benefit obligation.
41 Capital management
The Group’s objectives when managing capital are to:
-
safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits
for other stakeholders, and
- maintain an appropriate capital structure of debt and equity.
The Board of Directors have the primary responsibility to maintain a strong capital base and reduce the cost of capital through
prudent management in deployment of funds and sourcing by leveraging opportunities in domestic and international markets
so as to maintain investors, creditors and markets confidence and to sustain future development of the business.
The Group monitors capital, using a medium term view ranging between three to five years, on the basis of a number of financial
ratios generally used by the industry. The Group monitors capital structure using a gearing ratio, which is net debt divided by
total capital plus net debt. Net debt comprises of long term and short term borrowings (Including lease liabilities) less cash and
cash equivalents. Equity includes equity share capital and reserves that are managed as capital. The gearing ratio at the end of
reporting periods were as follows:
302
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
Borrowings (Refer to note 21 & 22)
Lease Liabilities (Refer to note 49)
Interest accrued but not due on borrowings (Refer note no. 23)
Less: cash and cash equivalents (Refer to note 17)
Net debt (A)
Equity share capital (Refer to note 19)
Other equity (Refer to note 20)
Total Capital (B)
Capital and net debt (A+B=C)
Gearing ratio (A/C)
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
44,838.43
10,933.45
137.57
(25,614.50)
30,294.94
2,166.39
70,080.17
72,246.56
56,414.18
8,045.15
93.59
(11,685.07)
52,867.85
2,166.39
57,727.53
59,893.92
1,02,541.50
1,12,761.77
29.54%
46.88%
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023
and March 31, 2022.
In order to achieve overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
42 Derivative instruments and unhedged foreign currency exposure
I) Hedge Accounting
(i) The Group enters into hedging instruments in accordance with policies as approved by the Board of Directors with
written principles which is consistent with the risk management strategy of the Group. The Group has decided to
apply hedge accounting for certain derivative contracts that meets the qualifying criteria of hedging relationship
entered post April 01, 2019. Hedging strategies are decided and monitored periodically by the Risk Management
Committee of the Board. The Hedging Practice and its corresponding hedge accounting is mainly followed by the
Holding Company.
Cash Flow Hedges
Foreign exchange forward contracts are designated as hedging instruments in cash flow hedges of forecasted hedged
items in US dollar. These forecast transactions are highly probable. The foreign exchange forward contract balances
vary with the level of expected foreign currency sales and changes in foreign exchange forward rates.
(ii) The fair value of derivative financial instruments is as follows:
(All amounts are in ` Lakhs, unless otherwise stated)
Particulars
Fair value of foreign currency forward exchange contract designated as
hedging instruments
Asset/(Liabilities)
As at
March 31, 2023
Asset/(Liabilities)
As at
March 31, 2022
(303.62)
406.69
The critical terms of the foreign currency forward contracts match the terms of the expected highly probable forecast
sale transactions.
The cash flow hedges of the forecasted sale transactions for the year ended March 31, 2023 were assessed to
be highly effective and unrealised profit of ` 595.46 Lakhs, with a deferred tax asset / (liability) of ` 149.87 Lakhs
relating to the hedging instruments, is included in OCI. [March 31, 2022: Unrealised profit of ` 419.03 Lakhs with a
corresponding deferred tax asset / (liability) of ` (105.46 Lakhs)].
303
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
(iii) Maturity Profile: The following table includes the maturity profile of the foreign exchange forward contracts:
Particulars
As At March 31, 2023 (` in lakhs)
Notional amount (in USD in Lakhs)
Average forward rate (USD/`)
As At March 31, 2022 (` in Lakhs)
Notional amount (in USD in Lakhs)
Average forward rate (USD/`)
Less than
1 month
1 to 3
months
3 to 6
months
6 to 9
months
9 to 12
months
Total
5,590.82
4,917.45
5,639.68
1,629.11
3,623.58
21,400.64
70.00
79.87
61.00
80.61
68.75
82.03
19.50
83.54
43.00
84.27
262.25
81.60
8,031.01
12,657.88
19,245.30
14,329.11
8,296.72
62,560.03
104.99
165.36
249.00
183.68
105.50
808.53
76.49
76.55
77.29
78.01
78.64
77.37
(iv) The impact of the hedging instruments on the balance sheet is as follows:
The line item in Balance Sheet where Hedge instrument is disclosed under other current financial assets (March 31
2022: Other current Financial Liabilities). The changes in fair value of forward exchange contract are disclosed as
under:
Particulars
Foreign currency risk forward contract- As At March 31, 2023 (` in Lakhs) [Asset / (Liability)]
Foreign currency risk forward contract- As At March 31, 2022 (` in Lakhs) [Asset / (Liability)]
Amount (`)
(303.62)
406.69
(v) The effect of the cash flow hedge in the statement of profit or loss and other comprehensive income is, as follows:
Particulars
As At March 31, 2023
(` in Lakhs)
Highly probable forecast sales
As At March 31, 2022
(` in Lakhs) Highly probable
forecast sales
(vi) Impact of hedging on equity
Total hedging
gain/(loss)
recognised in OCI
Line item in
Statement of
profit and loss
Amount reclassified
from OCI to profit
or loss
Line item in
Statement of profit
and loss
(595.46)
Cash Flow Hedge
Reserve (OCI)
(568.68)
419.03
Cash Flow Hedge
Reserve (OCI)
907.55
Revenue from
Operations
Revenue from
Operations
Set out below are the details of each component of equity and the analysis of other comprehensive income in respect
of cash flow hedge reserve.
Particulars
As at April 01, 2022
Effective Portion of Changes in fair Value arising
from Foreign Exchange Forward Contracts
Amount reclassified to profit & loss
As at March 31, 2023
As at April 01, 2021
Effective Portion of Changes in fair Value arising
from Foreign Exchange Forward Contracts
Amount reclassified to profit & loss
As at March 31, 2022
Cash Flow Hedge
Reserve
Tax Amount Movement net of
tax
406.69
(1,164.13)
(568.68)
(188.76)
(12.34)
1,326.58
907.55
406.69
101.61
(292.99)
(143.13)
(48.25)
(3.85)
333.87
228.41
101.61
305.08
(871.14)
(425.55)
(140.51)
(8.49)
992.71
679.14
305.08
Note : The Group did not have any forecast transactions for which cash flow hedge accounting had been used in the
previous period, but which is no longer expected to occur.
304
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
(vii) Valuation Technique
The Group enters into derivative financial instruments which are valued using valuation techniques which employs the
use of market observable inputs. The most frequently applied valuation techniques include forward pricing models,
using present value calculations. Where quoted market prices are not available, fair values are based on Management
best estimates, which are arrived at by the reference to market prices.
II) Particulars of Unhedged foreign currency exposures:
Particulars
As at March 31, 2023
As at March 31, 2022
(All amounts are in ` Lakhs, unless otherwise stated)
Foreign currency receivable
Foreign currency payable
HKD
IDR
BDT
GBP
SGD
VND
CNY
USD
HKD
IDR
VND
EUR
BDT
Foreign Currency
in Lakhs
` in Lakhs
Foreign Currency
in Lakhs
-
47,512.65
1,227.45
-
-
- HKD
-
260.97 IDR
26,535.38
961.15 BDT
53.96
- GBP
- SGD
-
-
` in Lakhs
-
140.35
48.41
-
-
21,746.48
76.20 VND
1,66,239.38
551.40
-
-
-
89,136.65
6,96,550.70
-
- CNY
- USD
- HKD
-
-
-
489.60 IDR
80,992.23
2,440.67 VND
15,80,358.81
- EUR
-
5,604.95
4,388.94 BDT
1,056.77
-
-
-
428.40
5,241.86
-
948.22
III)
In respect of the derivative contracts entered into by the Group. The Management asessess no material foreseeable
losses as at the reporting date.
43 Financial risk management objectives and policies
I
Financial instruments
a)
Financial instruments by category
Except Investment in equity instruments (Quoted) and investment in mutual funds which are measured at fair value
through profit or loss, all other financial assets and liabilities viz. trade receivables, security deposits, cash and cash
equivalents, other bank balances, interest receivable, other receivables, trade payables, employee related liabilities and
borrowings, are measured at amortised cost. Derivative financial instruments and certain investments are measured
at fair value through other comprehensive income.
b)
Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are
disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used in
determining fair value, the group has classified its financial instruments into the three levels prescribed under the
accounting standard. An explanation of each level follows underneath the table.
The following table shows the carrying amounts and fair values of financial assets and financials liabilities, including
their levels of in the fair value hierarchy:
305
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
As At March 31, 2023
Particulars
Carrying amount
Fair value
(All amounts are in ` Lakhs, unless otherwise stated)
FVOCI
FVTPL
Financial
Assets -
amortised
cost
Financial
Liabilities -
amortised
cost
Total
carrying
amount
Level 1
Level 2 Level 3
Total
Financial assets measured
at fair value
Investment in equity shares
(Quoted)
Investment in mutual funds
-
-
830.37
562.16
Investment in Units and Debt
instrument
2,138.40
2,444.70
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Investments in key man
insurance policy
Financial Assets at Fair
Value through OCI - Cash
Flow Hedge
Financial assets not
measured at fair value
Investment in equity shares
(Unquoted)
Investment in preference
shares
Investment in government
securities
Loan to employees
Loan to related parties
Loan to Others
Security Deposits
Interest accrued but not due
on term deposits
Deposits with original
maturity of more than 12
months
Trade receivables
Cash and cash equivalents
Other bank balances
Other Financial assets
Financial liabilities
measured at fair value
Financial Liabilites at Fair
Value through OCI - Cash
Flow Hedge
Financial liabilities not
measured at fair value
-
-
-
-
-
-
-
1.63
91.85
100.00
2,373.31
1,448.46
118.80
43.98
20,936.17
25,614.50
3,832.23
13.44
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
830.37
830.37
562.16
562.16
-
-
2,138.40 1,222.93
915.47
-
-
-
830.37
562.16
2,138.40
2,444.70
- 2,444.70
-
2,444.70
-
-
-
-
-
-
-
1.63
91.85
100.00
2,373.31
1,448.46
118.80
43.98
20,936.17
25,614.50
3,832.23
13.44
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,583.10 1,392.53
54,574.37
- 60,550.00 2,615.46 3,360.17
- 5,975.63
303.62
-
-
-
303.62
303.62
-
-
303.62
Borrowings
-
-
-
44,838.43 44,838.43
-
-
-
-
306
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
Particulars
Carrying amount
Fair value
(All amounts are in ` Lakhs, unless otherwise stated)
FVOCI
FVTPL
Financial
Assets -
amortised
cost
Financial
Liabilities -
amortised
cost
Total
carrying
amount
Level 1
Level 2 Level 3
Total
Lease Liabilities
Security Deposits
Book overdraft
Interest accrued but not due
on borrowings
Unpaid dividends
Trade payables
Creditors for capital goods
Others
As At March 31, 2022
-
-
-
-
-
-
-
-
303.62
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,933.45 10,933.45
126.46
126.46
-
-
137.57
137.57
28.09
28.09
39,168.69 39,168.69
124.27
124.27
1,121.69
1,121.69
-
-
-
-
-
-
-
-
96,478.65 96,782.27
303.62
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
303.62
Particulars
Carrying amount
Fair value
(All amounts are in ` Lakhs, unless otherwise stated)
FVOCI
FVTPL
Financial
Assets -
amortised
cost
Financial
Liabilities -
amortised
cost
Total
carrying
amount
Level 1
Level 2 Level 3
Total
Financial assets measured
at fair value
Investment in equity shares
(Quoted)
Investment in mutual funds
-
-
873.50
532.26
Investment in Units and Debt
instrument
1,908.49
Investments in key man
insurance policy
Financial Assets at Fair
Value through OCI - Cash
Flow Hedge
Financial assets not
measured at fair value
Investment in equity shares
(Unquoted)
Investment in preference
shares
Investment in government
securities
Loan to employees
Loan to related parties
Loan to Others
Security Deposits
Interest accrued but not due
on term deposits
2,202.20
406.69
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1.63
41.36
-
3,543.10
912.92
62.41
-
-
-
-
-
-
-
-
-
-
-
-
-
873.50
873.50
532.26
532.26
-
-
1,908.49 1,308.08
600.41
-
-
-
873.50
532.26
1,908.49
2,202.20
- 2,202.20
-
2,202.20
406.69
-
-
-
-
-
1.63
41.36
-
3,543.10
912.92
62.41
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
307
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
Particulars
Carrying amount
Fair value
(All amounts are in ` Lakhs, unless otherwise stated)
FVOCI
FVTPL
-
-
-
-
Financial
Assets -
amortised
cost
-
Financial
Liabilities -
amortised
cost
-
Total
carrying
amount
-
273.70
-
273.70
Level 1
Level 2 Level 3
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,517.39 1,405.76
36,662.31
11,685.07
3,292.39
31.47
56,506.36
36,662.31
11,685.07
3,292.39
31.47
-
-
-
-
-
-
-
-
- 62,429.51 2,713.84 2,802.61
-
-
-
-
-
-
-
-
-
-
-
-
- 5,516.45
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
56,414.18 56,414.18
8,045.15
247.43
-
93.59
8,045.15
247.43
-
93.59
26.24
26.24
-
43,868.79 43,868.79
-
92.90
-
-
684.85
- 1,09,473.13 1,09,473.13
92.90
684.85
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Interest accrued but not due
on loan to related parties
Deposits with original
maturity of more than 12
months
Trade receivables
Cash and cash equivalents
Other bank balances
Other Financial assets
Financial liabilities not
measured at fair value
Borrowings
Lease Liabilities
Security Deposits
Book overdraft
Interest accrued but not due
on borrowings
Unpaid dividends
Trade payables
Creditors for capital goods
Others
c)
The Company has an established control framework with respect to the measurement of fair values. The finance
and accounts team that has overall responsibility for overseeing all significant fair value measurements and
reports directly to the board of directors. The team regularly reviews significant unobservable inputs and valuation
adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then
the team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet
the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.
Significant valuation issues are reported to the Company’s board of directors.
d)
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
There have been no transfers in either direction for the year ended March 31, 2023 and March 31, 2022.
e)
Fair value of financial assets and liabilities measured at amortised cost
The carrying amounts of short-term trade and other receivables, trade payables, cash and cash equivalents and other
bank balances are considered to be the same as their fair values, due to their short-term nature.
For other financial liabilities/ assets that are measured at fair value, the carrying amounts are equal to the fair values.
f)
For specific valuation techniques used to value financial instruments, Refer disclosures made in the standalone
financials of Holding Company and Subsidiary companies.
308
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
44 Financial risk management objectives and policies
The Group principal financial liabilities comprises of trade and other payables, borrowings, current maturity of borrowings,
interest accrued and capital creditors. The main purpose of these financial liabilities is to finance the operations and to provide
guarantees to support its operations.
The Group principal financial assets includes Investment in mutual funds, loans to related parties, security deposits, trade
receivables, cash and cash equivalents, deposits with bank, interest accrued in deposits, receivables from related and other
parties and interest accrued thereon.
The Group has exposure to the following risks arising from financial instruments:
-
-
credit risk,
liquidity risk and
- market risk.
The senior level management of respective companies in the Group oversees the management of these risks and is supported
by treasury department that advises on the appropriate financial risk governance framework.
A. Credit risk
Credit risk is the risk that counterparty will default on its contractual obligations resulting in finance loss to the Group.
Credit risk arise from Cash and cash equivalents, deposit with banks, trade receivables and other financial assets
measure at amortised cost. The respective companies in the Group continuosly monitors defaults of customers and
other counterparties and incorporate this information into its credit risk control. The carrying amount of financial assets
represents the maximum credit exposure.
i)
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
credit risk is managed by the Group based on credit approvals, establishing credit limits and continuosly monitoring
the credit worthiness of the customers, to whom the Group grants credit period in the normal course of business
inlcuding taking credit insurance against export receivables. The Group uses expected credit loss model to assess the
impairement loss in trade receivables and makes an allowance of doubtful trade receivables using this model.
ii) Other Financial Assets
The Group maintains exposure in cash & cash equivalents, term deposits with banks, investments, advances and
security deposits etc. Credit risk from balances with banks, investment in mutual funds and loan to related parties is
managed by the Group’s treasury department in accordance with the Group’s policy. Investments of surplus funds
are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty
credit limits are reviewed by the respective Company’s Board of Directors on an annual basis, and may be updated
throughout the year subject to approval of their finance committee. The Group’s maximum exposure to the credit risk
as at March 31, 2023 and March 31, 2022 is majorly the carrying value of each class of financial assets.
iii) Risk Exposure of Holding Company in respect of guarantees given as under:
-
Quantitative data about exposure and maturity profile
Guarantee Given to
Details of
Subsidiary
Purpose of
Guarantee
Amount as at March 31,
2023
Guarantee Valid
Upto
HSBC Bank, Hongkong
Branch
Pearl Global
(HK) Limited
Securing Credit
Facilities
USD 200.00 Lakhs equivalent
to `16,444.00 Lakhs
USD 40.00 Lakhs equivalent
to `3,288.80 Lakhs
USD 50.00 Lakhs equivalent
to `4,111.00 Lakhs
November 17, 2023
December 22, 2023
May 18, 2024
-
Policy of managing risk: To assess whether there is a significant increase in credit risk. The Group compares
the risk of default as at the reporting date with the risk of default as at the date of initial recognition. The Group
considers reasonable and supportive forward-looking information such as significant changes in the value of
guarantee or in the quality of exposure or credit enhancements.
309
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
B. Liquidity risk
Liquidity risk is the risk that the Group may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses.
The Group’s objective is to, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Group
closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of
financing including loans from banks at an optimised cost.
The table below summarises the maturity profile of the financial liabilities based on contractual undiscounted payments-
As at March 31, 2023
Borrowings
Lease Liabilities
Trade payables
Other financial liabilities
Total
As at March 31, 2022
Borrowings
Lease Liabilities
Trade payables
Other financial liabilities
Total
C. Market risk
Less than
3 months
29,278.01
313.72
26,054.90
1,395.08
57,041.72
Less than
3 months
34,891.47
209.72
41,166.49
897.58
3 to 12 months
(All amounts are in ` Lakhs, unless otherwise stated)
Total
1 to 5 years
> 5 years
6,630.23
937.40
13,113.79
-
8,930.19
3,743.29
-
446.62
-
5,939.03
-
-
20,681.43
13,120.10
5,939.03
44,838.43
10,933.45
39,168.69
1,841.70
96,782.27
3 to 12 months
(All amounts are in ` Lakhs, unless otherwise stated)
Total
1 to 5 years
> 5 years
9,139.90
674.03
2,702.30
6.51
12,256.81
2,411.63
-
240.92
126.00
4,749.77
-
-
56,414.18
8,045.15
43,868.79
1,145.01
77,165.25
12,522.73
14,909.36
4,875.77
1,09,473.13
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. Financial
instruments affected by market risk are borrowings, short term deposits and derivative financial instruments.
The sensitivity analyses in the following sections relate to the position as at March 31, 2023 and March 31, 2022.
i)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group exposure to the risk of changes in market interest rates relates primarily
to the long-term debt obligations with floating interest rates.
The Group main interest rate risk arises from long-term borrowings with variable rates, which expose the Group
to interest rate risk. The Group manages its net exposure to interest rate risk related to borrowings, by balancing a
proportion of fixed rate and floating rate borrowing in its total borrowing portfolio. Currently, the Group’s borrowings
are within acceptable risk levels, as determined by the management, hence the Group has not taken any swaps to
hedge the interest rate risk.
310
pearl global industries limited
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on the portion of
borrowings affected. With all other variables held constant, the Group profit before tax is affected through the impact
on floating rate borrowings, as follows:
Particulars
March 31, 2023
March 31, 2022
ii) Foreign currency risk
Increase or decrease
in basis points
Decrease / (increase)
in profit
+50
-50
+50
-50
253.13
(253.13)
232.49
(232.49)
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes
in exchange rates. Foreign currency risk senstivity is the impact on the profit before tax is due to changes in the fair
value of monetary assets and liabilities on unhedged exposures. The following tables demonstrate the sensitivity to a
reasonably possible change in applicable currency exchange rates, with all other variables held constant.
Particulars
March 31, 2023
March 31, 2022
45 Segment information
Changes in
exchange rate
Decrease / (increase)
in profit before tax
+5%
-5%
+5%
-5%
301.04
(301.04)
(293.92)
293.92
a) The operating segments are established on the basis of those components of the group that are evaluated regularly by the
Executive Committee (the ‘Chief Operating Decision Maker’ as defined in Ind AS 108 - ‘Operating Segments’), in deciding
how to allocate resources and in assessing performance. The Group has presented segment information on geographical
basis in the consolidated financial statements.
Summary of segment Information as at and for the year ended March 31, 2023 and March 31, 2022 is as follows:
Particulars
Segment Sales
Bangladesh
Hong Kong
India
Others Un-allocable
Total
Elimination
Total
9,994.44
2,25,845.86
70,938.65
9,061.97
(7,185.57) (1,50,026.90)
(63,891.55) (50,248.87)
-
3,15,840.92
- (2,71,352.90)
-
-
3,15,840.92
(2,71,352.90)
Inter Segment Sales
99,929.69
26,572.87
40,612.31
44,357.35
-
2,11,472.22
2,11,472.22
(87,819.38)
(50,160.99)
(30,292.59)
-
- (1,68,272.96) (1,68,272.96)
-
-
Total Segment Sales
1,09,924.13 2,52,418.73 1,11,550.97 53,419.30
-
5,27,313.13 2,11,472.22
3,15,840.92
(95,004.96) (2,00,187.89) (94,184.14) (50,248.88)
- (4,39,625.87) (1,68,272.97) (2,71,352.90)
Other Income
206.82
(22.55)
407.27
3,007.80
1,893.40
(693.29)
(3,213.98)
-
Total Segment Revenue 1,10,130.95 2,52,826.00 1,14,558.76 55,312.71
-
-
-
5,515.29
(3,929.83)
3,234.29
(583.90)
2,280.99
(3,345.94)
5,32,828.42 2,14,706.52
3,18,121.90
(95,027.52) (2,00,881.19) (97,398.13) (50,248.88)
- (4,43,555.70) (1,68,856.87) (2,74,698.83)
Total Revenue of each
segment as a percentage
of total revenue of all
segment
Total Segment Operative
Profit
20.67
(21.42)
47.45
(45.29)
21.50
(21.96)
10.38
(11.33)
11,012.72
4,359.74
10,333.68
3,474.30
(4,853.35)
(3,015.49)
(8,037.46)
(2,169.55)
-
-
-
-
100.00
(100.00)
29,180.44
(18,075.88)
-
-
-
-
-
-
29,180.44
(18,075.88)
311
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
Bangladesh
Hong Kong
India
Others Un-allocable
Total
Elimination
Total
NOTES
to consolidated financial statements for the year ended March 31, 2023
Particulars
Depreciation
Total Segment Result
before Interest & Taxes
Total EBIT of each
segment as a percentage
of total EBIT of all
segment
Net Financing Cost
Income Tax Expenses
Profit for the Year
2,122.50
229.65
1,888.66
836.82
(1,449.37)
(1,160.98)
(1,772.78)
(450.55)
8,890.22
4,130.09
8,445.02
2,637.48
(3,403.99)
(1,854.52)
(6,264.68)
(1,719.00)
36.88
(25.71)
17.14
(14.00)
35.04
(47.31)
10.94
(12.99)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,077.64
(4,833.68)
24,102.81
(13,242.19)
100.00
(100.00)
-
-
-
-
-
-
Segment Assets
56,132.30
32,678.71
65,182.68
29,127.67
(5,057.17)
1,78,064.19
Segment Assets as a
percentage of Total
assets of all segments
(32,643.76)
(51,896.51)
(67,647.70) (19,772.71)
(6,101.17)
(1,78,061.85)
31.52
(18.33)
18.35
(29.15)
36.61
(37.99)
16.36
(11.10)
(2.84)
(3.43)
100.00
(100.00)
Segment Liabilities
27,863.36
9,494.66
19,256.68
12,788.54
34,383.71
1,03,786.95
(24,197.69)
(4,756.78)
(23,721.13)
(7,010.31)
(56,888.69)
(1,16,574.61)
26.85
(20.76)
9.15
(4.08)
18.55
(20.35)
12.32
(6.01)
33.13
(48.80)
100.00
(100.00)
28,268.94
23,184.05
45,926.00
16,339.13 (39,440.89)
74,277.23
(8,446.07)
(47,139.72)
(43,926.57) (12,762.40)
50,787.53
(61,487.24)
38.06
(13.74)
31.21
(76.67)
61.83
(71.44)
22.00
(20.76)
(53.10)
82.60
100.00
(100.00)
Segment Liabilities as
a percentage of Total
Liabilities of all segments
Segment Capital
Employed
Segment Capital
Employed as a
percentage of Total
capital employed of all
segments
Capital Expenditure
4,856.12
1,100.95
2,780.47
2,404.05
(1,141.60)
(683.20)
(871.18)
(1,381.57)
43.59
(28.00)
9.88
(16.76)
24.96
(21.37)
21.58
(33.88)
Segment Capital
Expenditure as a
percentage of Total
capital expenditure of all
segments
-
-
-
-
11,141.59
(4,077.57)
100.00
(100.00)
b) The Group revenue from sale of garments to external customer are as follows:
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,077.64
(4,833.68)
24,102.81
(13,242.19)
-
-
6,517.89
(4,660.37)
2,285.70
(1,570.94)
15,299.22
(7,010.88)
1,78,064.19
(1,78,061.85)
-
-
1,03,786.95
(1,16,574.61)
-
-
74,277.23
(61,487.24)
-
-
11,141.59
(4,077.57)
-
-
Local Customers
Foreign Customers
Total
312
As At March
31, 2023
(` in Lakhs)
555.57
3,04,142.36
3,04,697.93
As At March
31, 2022
(` in Lakhs)
2,172.02
2,60,759.35
2,62,931.37
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
c) Non- current assets are located within India and outside India:
Non Current Assets
- within India
- outside India
As At March
31, 2023
(` in Lakhs)
As At March
31, 2022
(` in Lakhs)
24,668.32
37,278.67
22,754.36
30,636.79
d) Revenue from major customer: During the year the Group generates 90% of its external revenues from 15 customers
(March 31, 2022: 15 customers).
46 Contingent liabilities and commitments
a) Contingent liabilities (To the extent not provided for)
I
(i) The respective companies have reviewed all its pending claims, litigations and other proceedings and has adequately
provided for wherever required. However, wherever it is difficult for the respective companies to estimate the timings
of cash outflows, if any, in respect of the below as it is determinable only on receipt of judgement/decisions pending
with various forums/authorities, the group has disclosed the same as Contingent Liabilities (pending resolution of the
respective proceedings).
The group does not expect the outcome of these proceedings to have a material or adverse effect on financial position
of the group. Also, the group does not expect any reimbursements in respect of the below contingent liabilities.
Particulars
(All amounts are in ` Lakhs, unless otherwise stated)
As At
As At
- Tax Demand as per Sec 154 and Sec 16(1) of Income Tax Act ,
1961 (with respect to Assessment Year 2015-16) - Issue restored
to file of CIT(A) for re-adjudication based on order received from
ITAT.
- Tax Demand as per Sec 250 of Income Tax Act, 1961 (with respect
to Assessment Year 2016-17) - Matter restored to AO by ITAT for
recalculating the disallowance u/r8D(2)(iii).
- Tax Demand as per Sec 143(3) of Income Tax Act, 1961 (with
respect to Assessment Year 2017-18) - Appeal pending before
CIT(A)
- Tax Demand as per Sec 115-O of Income Tax Act, 1961 (with
respect to Assessment Year 2017-18) - Appeal pending before
CIT(A)
- Tax Demand as per Sec 154 of Income Tax Act, 1961 (with respect
to Assessment Year 2018-19) - Appeal pending before CIT(A)
- Tax Demand as per Sec 270A of Income Tax Act, 1961 (with
respect to Assessment Year 2020-21) - Appeal pending before
CIT(A)
March 31, 2023
15.57
March 31, 2022
15.57
3.49
3.49
3.83
3.83
33.30
33.30
5.70
2.90
5.70
-
- Demand as per TDS (TRACES) portal - CPC
2.86
4.65
313
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
(ii) Several Legal Cases of labour pending at labour Court, Civil Court and High Court. The group has assesed and believe
that none of these cases, either individually or in aggregate, are expected to have any material adverse effect on its
financial statements.
(All amounts are in ` Lakhs, unless otherwise stated)
As At
As At
Irrevocable letter of credit outstanding with banks (net of margin)
II
III Bank Guarantee given to government authorities
IV Counter Guarantees given by the Company to the Sales Tax Department over
which Key Managerial Personnel have Significant influence
-
-
For enterprise
For others
March 31, 2023
15,473.16
238.10
March 31, 2022
14,630.34
214.48
1.00
0.50
1.00
0.50
V
The Group has given the corporate guarantees to banks on behalf of its foreign subsidiaries [Refer note no. 44 A(iii)].
b) Commitments
(All amounts are in ` Lakhs, unless otherwise stated)
As At
As At
Capital Commitment: Estimated amount of contracts remaining to be executed
on the capital account (net of capital advances of ` 106.77 Lakhs) (March 31,
2022 : ` 228.43 Lakhs)
March 31, 2023
294.66
March 31, 2022
420.11
The group does not have any other long term Commitments or material non cancellable contractual commitments, which
may have a material impact on the standalone financial statement.
47 Related party transactions
a) List of related parties
Nature of Relationship
Subsidiary (Direct / Indirect)
314
Name of the Related Party
Domestic (Direct)
SBUYS E-Commerce Limited
Pearl Global Kaushal Vikas Limited
Pearl Apparel Fashions Limited (Liquidated during the 2022-23 and was under liquidation
in 2021-22)
Sead Apparels Private Limited (Refer note (j) below)
Overseas (Direct)
Pearl Global Fareast Limited
Pearl Global (HK) Limited
Norp Knit Industries Limited
Pearl Global USA, Inc.
Overseas (Indirect)
A & B Investment Limited
Pearl Global F.Z.E.
DSSP Global Limited
Pearl Global Vietnam Company Limited
Pearl Global(Chang Zhou) Textile Technology Company Limted (Liquidated on August 05,
2021)
Pearl Grass Creations Limited (Formerly known as Pearl Tiger HK Limited)
PGIC Investment Limited
Prudent Fashions Limited
PT Pinnacle Apparels (Formerly known as PT Norwest Industry)
Vin Pearl Global Vietnam Limited
Alpha Clothing Limted (Acquired 100% equity interest in substance on September 04,
2022)
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
Nature of Relationship
Enterprise over which Key
Managerial
Personnel
exercise Significant influence
Key Management Personnel
(KMP) & their relative
Name of the Related Party
PDS Limited
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Chairman
Vice Chairman
Ms. Shifalli Seth
Mr. Pallab Banerjee
Mr. Uma Shankar kaushik
Mr. Shailesh Kumar
Mr. Deepak Kumar
Mr. Sanjay Gandhi
Mr. Kashmir Singh Rathour
Mr. Narendra Kumar Somani
Mr. Mayank Jain
Mr. Ravi Arora
Ms. Shilpa Budhia
Managing Director (till March 31,2022)
Non-Executive Director (w.e.f. April 01, 2022)
Whole-Time Director (till March 31, 2022)
Non-Executive Director (w.e.f. April 01, 2022)
Joint Managing Director (from October 01, 2021 till
March 31, 2022)
Managing Director (w.e.f. April 01, 2022)
Whole-Time Director (till January 10, 2022)
Whole-Time Director
Whole-Time Director (w.e.f. February 14, 2022)
Group Chief Financial Officer
Chief Financial Officer (till April 20, 2021)
Chief Financial Officer (w.e.f. June 21, 2021)
Company Secretary (from June 21, 2021 to November
08, 2021)
Company Secretary (from February 14, 2022 till June
28, 2022)
Company Secretary (w.e.f. November 11, 2022).
b) Disclosure of Related Parties Transactions:
(i) Enterprise over which KMP has Significant Influence
Particulars
Dividend Received
Expenses paid by them on behalf of the Company
Loan Received Back
Interest income
(ii) Key Management Personnel (KMP)
Particulars
Remuneration paid (Including Arrears)
Expenses paid by the Company on their behalf (EPF Paid)
Expenses incurred on behalf of the Company
Loan Given
Interest Income
Directors sitting fees
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
18.17
-
-
-
7.87
2.87
300.00
28.68
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
457.45
8.60
45.97
100.00
3.51
1.50
557.28
5.89
40.91
-
-
0.60
315
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
Closing Balance
Particulars
Loan Receivable (Inclusive of interest)
Trade Payable - Payable to KMP
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
103.51
10.92
-
14.40
c) Disclosure of Material Transactions: Related Parties having more than 10% interest in each transaction in the ordinary
course of business
(i) Enterprise over which KMP has significant influence
Particulars
Dividend Received
PDS Multinational Fashion Limited
Expenses paid on behalf of the Company
PDS Multinational Fashion Limited
Interest income
PDS Multinational Fashion Limited
Loan received back
PDS Multinational Fashion Limited
(ii) Key Management Personnel
Particulars
Remuneration paid (Including Arrears)
Mr. Pulkit Seth
Mrs. Shifalli Seth
Mr. Uma Shankar
Mr. Deepak Kumar
Mr. Mayank Jain
Mr. Narendra Somani
Mr. Shailesh Kumar
Mr. Pallab Banerjee
Mr. Ravi Arora
Mr. Sanjay Gandhi
Ms. Shilpa Budhia
Expenses paid by the Company on their behalf (EPF Paid)
Mr. Pulkit Seth
Mrs. Shifalli Seth
Mr. Deepak Kumar
Mr. Mayank Jain
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Ms. Shilpa Budhia
Expenses incurred on behalf of the Company
Mr. Uma Shankar
316
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
18.17
-
-
-
7.87
2.87
28.68
300.00
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
-
-
2.41
22.83
-
47.74
16.39
267.13
5.38
83.68
11.89
-
-
0.22
-
4.39
3.88
0.11
-
255.04
37.50
22.50
6.58
9.72
42.00
18.00
102.72
4.15
59.08
-
0.11
0.11
0.05
0.14
2.52
2.96
-
13.32
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
Particulars
Mr. Mayank Jain
Mr. Narendra Somani
Mr. Shailesh Kumar
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Loan Given
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Interest Income
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Directors sitting Fees:
Mr. Deepak Kumar Seth
Mr. Pulkit Seth
Closing Balance
Loan Receivable (Inclusive of Interest)
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Trade Payable : Payable to KMP
Mr. Uma Shankar
Mr. Deepak Kumar
Mr. Shailesh Kumar
Mr. Pallab Banerjee
Mr. Sanjay Gandhi
Mr. Narendra Kumar Somani
Ms. Shilpa Budhia
Mr. Ravi Arora
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
-
8.69
6.99
17.31
12.98
50.00
50.00
1.75
1.75
0.50
1.00
51.75
51.75
-
1.53
1.31
0.31
2.30
3.97
1.51
-
6.00
14.43
5.31
1.85
-
-
-
-
-
0.60
-
-
-
1.76
1.13
0.89
5.48
-
3.70
-
1.44
d) Terms and conditions of transactions with related parties
All the transaction with the related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year end are unsecured and interest free except the interest bearing loan and settlement
occurs in cash.
e) Personal Guarantee given by Mr. Deepak Kumar Seth (Promoter Director) and Mr. Pulkit Seth (Director) against the
Borrowings (refer note no. 21 & 22).
f)
The remuneration of Key managerial Personnel does not include amount in repect of gratuity and leave encashment
payable as the same are not determinable as individual basis for the KMP. The liabilities of gratuity and leave encashment
are provided for Company as whole on the basis of acturial valuation.
g) During the last quarter of 2022-23, two step-down overseas subsidiaries namely, Pearl Unlimited Inc. in New York, USA and
Pearl Global Industries FZCO in Dubai have been incorporated. However, the share capital have not been raised till March
31, 2023.
h) During the financial year 2020-21, Pearl Apparel Fashions Limited, a wholly owned subsidiary of the Company had gone
into voluntarily liquidation. The NCLT order has been received on December 16, 2022 and company has been liquidated.
i)
During the financial year 2022-23, Investement was made in SEAD Apparels Private limited during the third quarter of
2022-23, making it a wholly owned subsidiary of the Company.
j)
Refer Note 44A(iii) for Corporate Guarantee given by the holding company.
317
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
48 Disclosures mandated by Schedule III of Companies Act 2013, by way of additional information
(All amounts are in ` Lakhs, unless otherwise stated)
Particulars
For the financial year 2022-23
Net Assets i.e. total
assets minus total
liabilities
Share in profit /(loss)
Share in other
Comprehensive Income
Share in total
Comprehensive Income
Name of the Entities
As a % of
consolidated
net assets
Amount
As a % of con-
solidated Profit
Amount
As a % of
consolidated
Profit
Amount
As a % of
consolidated
Profit
Amount
Parent:
Pearl Global Industries
Limited
Subsidiary:
- Indian
Pearl Global Kausal Vikas
Limited
SBUYS E-Commerce
Limited
Sead Apparels Private
Limited
- Foreign
Norp Knit Industries
Limited
Pearl Global Far East
Limited
52.72 38,085.99
35.18
5,381.65
21.35
(278.42)
36.46
5,103.22
(0.00)
(0.59)
(0.00)
(0.27)
0.31
227.36
1.16
177.69
0.00
0.33
(0.00)
(0.67)
-
-
-
-
-
-
(0.00)
(0.27)
1.27
177.69
(0.00)
(0.67)
22.68 16,383.12
22.61
3,458.57
211.48 (2,757.54)
5.01
701.03
10.18
7,357.33
0.61
93.57
(25.44)
331.69
3.04
425.26
Pearl Global (HK) Limited
30.31 21,898.72
47.01
7,192.90
(100.99)
1,316.85
60.80
8,509.75
Pearl Global USA, Inc.
Subtotal
Intercompany Elimination
& Consolidation
Adjustments
Total
Non Controlling Interest in
subsidiaries
0.35
251.27
- 84,203.55
0.00
0.66
(0.64)
8.32
0.06
8.97
- 16,304.09
- (1,379.11)
- 14,924.99
(16.55) (11,956.99)
(6.57) (1,004.87)
(5.76)
75.16
(6.64)
(929.72)
- 72,246.56
-
2,030.67
- 15,299.22
-
(373.78)
- (1,303.95)
-
19.82
- 13,995.27
-
(353.96)
Grand Total
- 74,277.23
- 14,925.44
- (1,284.13)
- 13,641.31
Particulars
For Financial year 2021-22
(All amounts are in ` Lakhs, unless otherwise stated)
Net Assets i.e. total
assets minus total
liabilities
Share in profit /(loss)
Share in other
Comprehensive Income
Share in total
Comprehensive Income
Amount
As a % of
consolidated
net assets
As a % of
consolidated
Profit
Amount
As a % of
consolidated
Profit
Amount
As a % of
consolidated
Profit
Amount
57.35 34,348.05
38.74 2,715.78
18.52
260.26
35.36 2,976.04
Name of the Entities
Parent:
Pearl Global Industries
Limited
Subsidiary:
- Indian
318
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
Particulars
For Financial year 2021-22
(All amounts are in ` Lakhs, unless otherwise stated)
Net Assets i.e. total
assets minus total
liabilities
Share in profit /(loss)
Share in other
Comprehensive Income
Share in total
Comprehensive Income
Amount
As a % of
consolidated
net assets
As a % of
consolidated
Profit
Amount
As a % of
consolidated
Profit
Amount
As a % of
consolidated
Profit
Amount
(0.00)
(0.31)
(0.01)
(0.43)
-
-
(0.01)
(0.43)
0.01
3.63
0.04
2.83
0.00
0.05
0.03
2.88
0.08
49.67
0.70
48.93
-
-
0.58
48.93
26.09 15,626.06
27.68 1,940.37
23.40
328.80
26.96 2,269.17
12.25
7,334.02
(6.17)
(432.39)
10.72
150.63
(3.35)
(281.76)
Name of the Entities
Pearl Global Kausal Vikas
Limited
Pearl Apparel Fashions
Limited
SBUYS E-Commerce
Limited
- Foreign
Norp Knit Industries
Limited
Pearl Global Far East
Limited
Pearl Global (HK) Limited
25.29 15,149.85
38.99 2,733.47
48.68
684.02
40.61 3,417.49
Subtotal
- 72,510.99
- 7,008.56
- 1,423.75
-
8,432.32
Intercompany Elimination
& Consolidation
Adjustments
Total
Non Controlling Interest in
subsidiaries
(21.07) (12,617.07)
0.03
2.31
(1.32)
(18.49)
(0.19)
(16.18)
- 59,893.92
-
1,593.33
- 7,010.88
-
(196.24)
- 1,405.26
-
(47.39)
- 8,416.14
-
(243.63)
Grand Total
- 61,487.25
- 6,814.64
- 1,357.87
- 8,172.51
49 Leases
a)
Lease contracts entered by the Group majorly pertains for buildings taken on lease to conduct its business in the ordinary
course. The Group does not have any lease restrictions and commitment towards variable rent as per the contract.
Right-of-use assets: movements in carrying value of assets
Gross Block as at April 1, 2021
Add: Additions during the year
(Less): Disposal / adjustments during the year
Add/(Less): Exchange Fluctuation/ Translation
Gross Block as at March 31, 2022
Add: Business Combination
Add: Additions during the year
(Less): Disposal / adjustments during the year
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Buildings
Land Machinery
9,899.30
2,850.68
-
12,749.98
3,014.12
(624.32)
240.04
210.05
-
-
89.59
3.66
3,224.17
(624.32)
333.29
12,529.14
2,940.27
213.71
15,683.12
36.88
4,603.22
(606.92)
-
-
-
-
-
-
36.88
4,603.22
(606.92)
Add/(Less): Exchange Fluctuation/ Translation
(1,296.87)
248.24
3.57
(1,045.05)
Gross Block as at March 31, 2023
15,265.45
3,188.51
217.28
18,671.25
Accumulated Depreciation and amortisation :
As at April 1, 2021
Add: Depreciation charge for the year
Less: (Disposals) / adjustments during the year
Add/(Less): Exchange Fluctuation/ Translation
2,702.93
1,573.43
(210.15)
75.13
244.69
104.40
-
9.51
-
2,947.62
14.78
-
0.25
1,692.61
(211.36)
86.10
319
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
to consolidated financial statements for the year ended March 31, 2023
Right-of-use assets: movements in carrying value of assets
As at March 31, 2022
Add: Business Combination
Add: Depreciation charge for the year
Less: (Disposals) / adjustments during the year
Add/(Less): Exchange Fluctuation/ Translation
As at March 31, 2023
Net Block :
As at March 31, 2023
As at March 31, 2022
In 2022-23, there were no impairment charges recorded for right-of-use assets.
Leases: movements in carrying value of recognised liabilities
As At April 01, 2021
Add: Additions during the year
Add: Interest expense on lease liabilities
Less: Disposal /Adjustments during the year
Less: Repayment of lease liabilities
Add: Exchange Realisation/ Translation
As At March 31, 2022
Add: Business Combination
Add: Additions during the year
Add: Interest expense on lease liabilities
Less: Disposal /Adjustments during the year
Less: Repayment of lease liabilities
Add: Exchange Realisation/ Translation
As at March 31, 2023
Non-current lease liabilities
Current lease liabilities
Total lease liabilities
(All amounts are in ` Lakhs, unless otherwise stated)
Total
Buildings
Land Machinery
4,141.34
358.60
15.03
4,514.97
10.39
1,616.07
(617.33)
(440.19)
-
111.57
(7.63)
32.69
-
10.39
55.94
1,783.58
-
1.52
(624.96)
(405.98)
4,710.28
495.22
72.49
5,277.99
13,393.26
11,168.15
Amount
7,394.94
2,270.32
846.80
(509.59)
(2,049.72)
92.40
8,045.15
8.62
4,466.44
997.47
104.12
(2,135.82)
(552.53)
10,933.45
9,682.32
1,251.13
10,933.45
The maturity analysis of lease liabilities is given in note 44 in the ‘Liquidity risk’ section.
Leases committed and not yet commenced:
There are no leases commited which have not yet commenced as on reporting date. Cash flows from operating activities
includes cash flow from short term lease & leases of low value.
Cash flows from operating activities includes cash flow from short term lease & leases of low value. Cash flows from
financing activities includes the payment of interest and the principal portion of lease liabilities.
Group as a Lessor
The group is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor. The
group accounted for its leases in accordance with Ind AS 116 from the date of initial application. The group does not have
any significant impact on account of sub-lease on the application of this standard.
The group has given its building space, lying under property, plant and equipments, on operating lease through operating
lease arrangements. Income from operating leases is recognised as revenue on a straight-line basis over the lease term.
Lease income of ` 751.10 lakh (March 31, 2022: ` 742.30 lakh) has been recognised and included under Other Income.
(Refer Note No. 29)
320
pearl global industries limited NOTES
to consolidated financial statements for the year ended March 31, 2023
The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be
received after the reporting date.
Particulars
Less than one year
One to two years
Two to three years
Three to Four Years
Four to five years
More than five years
50 Event occurring after balance sheet date
(a)
Interim Dividend :
Particulars
(i) Declared for the year:
(All amounts are in ` Lakhs, unless otherwise stated)
Year Ended
March 31, 2023
Year Ended
March 31, 2022
702.26
778.67
797.30
841.89
813.25
823.57
832.69
803.15
725.30
728.89
2,643.50
1,688.19
(All amounts are in ` Lakhs, unless otherwise stated)
For the year ended
March 31, 2023
For the year ended
March 31, 2022
Second Interim dividend declared on May 15, 2023 ` 5.00 per share for the
financial year 2022-23: (2021-22 : declared on May 25, 2022 ` 5 per share)
[` 5 on 21,663,937 equity shares (2021-22 ` 5 on 21,663,937 equity
shares)]
(b) Proposed Dividend:
-
The directors of PG(HK) proposed final dividend for financial year 2022-
23: $0.32 per share (2021-22: $ 0.16 per share) which is subject to the
approval of the Group’s shareholders at the forthcoming annual general
meeting. Also, during the year, the entity had declared interim dividend of
$0.16 per share (2021-22: $ Nil per share)
-
The directors of Pearl Global Fareast Limited proposed final dividend for
financial year 2022-23: $ Nil per share (2021-22: $ 0.42 per share).
1,083.20
1,083.20
411.10
189.53
-
379.05
c) Subequent to the year-end, the group has entered into a sale and purchase agreement with the non-controlling party
to acquire the remaining 20% equity interest of a subsidiary, Pearl Grass Creations Limitied. The subsidiary will be a
wholly- owned subsidairy of Pearl Global (HK) Limited upon completion.
Througtout the year and subsequent to the year-end, the group was in negotiation with the shareholders of Trinity Clothing
Limited (“”target””) to acquire the entire equity interest of the target, which engages in the garment trading. The Group has
acquired a Trinity Clothing Limited to further expands its business operation, expecting to benefit from the synergies of
broader customer base.
d) No other material events have occurred between the balance sheet date to the date of issue of these financial statements
that could affect the values stated in the financial statements.
51 Employee Share Based Payment
A. The Board of Directors had accorded their consent for the implementation of Pearl Global Industries Limited Employee
Stock Option Plan 2022 (the Plan) on June 30, 2022. Further, the shareholders of the holding company had vide Postal
Ballot approved the Plan on August 28, 2022. In accordance with the Plan, the Nomination and Remuneration Committee
on October 10, 2022 granted 413100 nos. of stock options to the eligible employees of the holding company and its
subsidiary companies. These options are to be vested after a minimum period of one year from the grant date and it shall
extend up to a maximum period of four years from the grant date based on the vesting conditions as per letter of grant
321
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
to consolidated financial statements for the year ended March 31, 2023
executed between the holding company and the employee of the holding company and its subsidiaries. Each option when
exercised would be converted into one fully paid-up equity share of ` 10 each of the holding company. The options granted
under ESOP scheme carry no rights to dividends and no voting rights till the date of exercise. The fair value of the share
options is estimated at the grant date using Black and Scholes Model, taking into account the terms and conditions upon
which the share options were granted. The group has recognised an expense of ` 259.51 Lakhs (March 31, 2022: ` Nil)
arising from equity settled share based payment transactions for employee services received during the year. The carrying
amount of Employee stock options outstanding reserve as at March 31, 2023 is ` 259.51 Lakhs (March 31, 2022: ` Nil).
B. Options granted under ESOP Scheme
Particulars
As At
March 31, 2023
As At
March 31, 2022
Options outstanding at the beginning of the year
4,13,100
Options granted during the year
Options forfeited during the year
Options expired/lapsed during the year
Options exercised during the year
Options outstanding at the end of the year
Exercisable at the end of the year
For options outstanding at the end of the year
Exercise price range (`)
Weighted average remaining contractual life (in years)
C. Fair value of options granted
-
-
-
-
4,13,100
-
-
300
3.53 years
-
-
-
-
-
-
-
-
-
-
fair value of each option is estimated on the date of grant based on the following assumptions:
Particulars
Dividend yield (%)
Expected life (years)
Risk free interest rate (%)
Volatility (%)
Share price on date of grant
Fair value of options
(All amounts are in ` Lakhs, unless otherwise stated)
Tranche I
Tranche II
Tranche III
Tranche IV
0.95%
0.95%
0.95%
0.95%
2.03 years
2.53 years
3.03 years
3.53 years
7.05%
58.21%
7.15%
57.92%
` 461.35
7.23%
55.93%
7.29%
54.70%
245.76
257.29
264.44
271.62
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of
exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously compounded
rates of return based on the peer companies and competitive stocks over a period of time. The holding company has
determined the market price on grant date based on latest equity valuation report available with the holding company
preceding the grant date. No employee share options have been exercised during the year.
D. Expenses arising from share-based payment transactions
Particulars
Stock based compensation expense determined under fair value method
recognised in statement of profit or loss
322
(All amounts are in ` Lakhs, unless otherwise stated)
As At
March 31, 2023
As At
March 31, 2022
259.51
-
pearl global industries limited
NOTES
to consolidated financial statements for the year ended March 31, 2023
52 Business Combination
On September 04, 2022, the Group acquired 100% equity interest in substance in Alpha Clothing Limited from a third
party. Alpha Clothing is engaged in the manufacture readymade garments item and allied products. The acquisition was
made as part of the Group’s strategy to expand its market share of garment products in the Bangladesh. The purchase
consideration for the acquisition was in the form of cash, with USD 10,45,081 (equivalent to ` 824.98 Lakhs) paid at the
acquisition date and the remaining USD 4,90,075 (equivalent to ` 402.94 Lakhs) and USD 4,70,473 (equivalent to ` 386.82
Lakhs) paid by March 31, 2023 and July 31, 2024 respectively. During the year, the sellers agreed to unconditionally defer
the second payment of USD 4,90,075 (equivalent to ` 402.94 Lakhs). Further, in last installment of USD 4,70,473 (equivalent
to ` 386.82 Lakhs) discounted amount is USD 4,13,021 (equivalent to ` 339.59 Lakhs), which is reflected in Note 23 to the
consolidated financial statement.
53 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”) with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by
or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party (Funding
Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entity
identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
54 Disclosure of transactions with struck off companies
The group did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956 during the financial years.
55
A) No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended
Schedule III:
(a) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
(b) Crypto Currency or Virtual Currency
(c) Relating to borrowed funds:
i) Wilful defaulter
ii) Utilisation of borrowed funds & share premium
iii) Borrowings obtained on the basis of security of current assets
iv) Discrepancy in utilisation of borrowings”
As per our report of even date attached
For & on behalf of Board of Directors of Pearl Global Industries Limited
For S.R. Dinodia & Co. LLP
Chartered Accountants
Firm’s Registration Number 001478N/N500005
(Sandeep Dinodia)
Partner
Membership Number : 083689
(Pulkit Seth)
Vice-Chairman
DIN 00003044
(Sanjay Gandhi)
Group CFO
M. No. 096380
(Shilpa Budhia)
Company Secretary
M. No. ACS-23564
Place of Signature: New Delhi
Date: May 15, 2023
Place of Signature: Gurugram
Date: May 15, 2023
(Pallab Banerjee)
Managing Director
DIN 07193749
(Narendra Somani)
Chief Financial Officer
M. No. 092155
323
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
e
m
o
c
n
i
-
x
e
(
e
v
i
s
n
e
h
e
v
i
s
n
e
h
i
g
n
d
o
h
l
e
h
t
r
o
f
r
a
e
y
)
7
2
0
(
.
.
9
6
7
7
1
)
7
6
0
(
.
.
)
1
1
0
8
3
(
-
-
)
s
e
s
n
e
p
e
m
o
c
n
i
.
)
1
5
3
9
8
3
(
,
.
0
0
0
0
1
.
0
0
0
0
1
.
0
0
0
0
1
9
9
9
9
.
-
-
-
-
n
o
i
t
a
x
a
t
n
o
i
t
e
r
o
f
e
b
n
o
i
t
a
x
a
t
)
7
2
0
(
.
-
)
7
2
0
(
.
-
.
9
6
7
7
1
0
0
0
6
.
.
9
6
7
3
2
.
0
9
3
7
1
1
,
)
7
6
0
(
.
-
)
7
6
0
(
.
-
.
0
4
3
1
5
3
,
.
6
9
8
8
6
.
6
3
2
0
2
4
,
.
2
6
3
8
0
9
7
,
-
-
.
2
9
2
6
8
.
4
1
8
0
7
9
1
,
.
6
6
0
9
8
6
3
,
.
8
3
2
2
2
3
1
,
.
5
1
0
6
9
3
,
5
2
1
.
6
6
0
.
)
9
5
5
(
.
0
0
5
.
A
N
R
N
I
3
2
-
3
0
-
1
3
4
1
-
6
0
-
8
1
l
a
t
i
p
a
c
y
c
n
e
r
d
o
i
r
e
p
n
o
i
t
l
a
b
o
G
l
l
r
a
e
P
1
6
9
6
2
.
.
2
3
4
5
2
.
6
3
6
2
2
0
0
1
.
A
N
R
N
I
3
2
-
3
0
-
1
3
9
1
-
9
0
-
0
2
S
Y
U
B
S
2
s
a
k
V
i
l
a
h
s
u
a
K
d
e
t
i
m
L
i
1
2
0
.
4
5
0
.
)
7
6
0
(
.
0
0
1
.
A
N
R
N
I
3
2
-
3
0
-
1
3
2
2
-
6
0
-
4
2
l
s
e
r
a
p
p
A
d
a
e
S
e
c
r
e
m
m
o
C
-
E
d
e
t
i
m
L
i
i
i
i
S
e
i
n
a
p
m
o
c
y
r
a
d
S
b
u
S
f
o
t
n
e
m
e
t
a
t
S
l
a
c
n
a
n
i
f
e
h
t
f
o
S
e
r
u
t
a
e
f
t
n
e
i
l
a
S
g
n
n
a
t
n
o
c
t
n
e
m
e
t
a
t
S
i
i
]
1
-
C
O
A
-
4
1
0
2
,
l
s
e
u
R
)
s
t
n
u
o
c
c
A
(
s
e
n
a
p
m
o
C
e
h
t
i
l
f
o
5
e
u
R
h
t
i
w
d
a
e
r
,
3
1
0
2
i
,
t
c
A
s
e
n
a
p
m
o
C
e
h
t
f
o
9
2
1
n
o
i
t
c
e
S
f
o
)
3
(
n
o
i
t
c
e
S
-
b
u
S
o
t
o
s
v
o
r
p
t
s
r
fi
o
t
i
t
n
a
u
s
r
u
P
[
)
h
k
a
l
n
i
`
(
l
a
t
o
t
r
e
h
t
o
f
o
%
d
e
s
o
p
o
r
p
/
t
fi
o
r
P
n
o
i
s
i
v
o
r
p
/
t
fi
o
r
P
r
e
v
o
n
r
u
t
-
t
s
e
v
n
i
l
a
t
o
t
l
a
t
o
t
s
e
v
r
e
s
e
r
y
t
i
u
q
e
e
g
n
a
h
c
x
e
-
t
r
o
p
e
r
-
e
r
f
o
e
t
a
d
f
o
e
m
a
n
.
l
S
-
e
r
p
m
o
c
-
e
r
p
m
o
c
-
e
r
a
h
s
d
n
e
d
i
v
i
d
r
e
t
f
a
s
s
o
l
-
a
x
a
t
r
o
f
s
s
o
l
s
t
n
e
m
s
e
i
t
i
l
i
b
a
l
i
s
t
e
s
s
a
l
s
u
p
r
u
s
&
e
r
a
h
S
e
t
a
r
-
r
u
c
g
n
i
g
n
i
t
r
o
p
-
i
s
i
u
q
c
a
i
y
r
a
d
i
s
b
u
S
.
o
n
1
-
C
o
A
m
r
o
F
324
.
)
8
5
1
8
1
(
.
)
5
1
5
7
2
(
.
0
0
0
0
1
7
5
3
9
.
-
7
5
3
9
.
.
5
4
0
6
1
3
1
,
.
7
9
3
7
5
2
,
.
2
8
4
0
3
1
,
.
5
1
2
6
6
8
,
.
4
4
0
5
2
3
,
.
9
8
6
0
1
4
,
4
9
9
1
.
.
3
0
2
0
2
7
,
.
0
7
4
3
5
1
,
)
1
6
3
(
.
-
-
-
.
0
0
0
0
1
0
0
0
8
.
.
0
0
0
0
1
-
-
-
.
)
9
1
8
6
4
(
.
0
0
0
0
1
.
0
1
1
1
4
4
9
9
1
.
-
4
9
9
1
.
-
)
1
6
3
(
.
-
)
1
6
3
(
.
-
.
0
7
4
3
5
1
,
0
7
1
9
.
.
0
4
6
2
6
1
,
.
8
9
5
6
0
1
4
,
-
-
.
0
0
1
9
3
3
,
.
1
2
0
7
6
7
,
.
9
3
5
7
7
.
0
6
5
4
4
8
,
.
4
0
1
3
4
0
4
2
,
,
.
0
2
3
8
1
5
1
,
.
7
7
2
1
3
0
5
,
.
4
0
8
0
9
4
7
,
.
3
1
6
4
1
7
1
,
.
3
1
9
4
4
7
,
.
6
3
9
4
8
4
,
.
1
1
3
0
1
4
,
.
)
5
2
6
4
7
(
0
0
0
.
.
2
2
2
8
D
S
U
3
2
-
3
0
-
1
3
6
1
-
8
0
-
6
1
#
d
e
t
i
i
m
L
)
K
H
(
t
n
e
m
t
s
e
v
n
I
d
e
t
i
m
L
i
I
C
G
P
.
2
0
7
9
5
4
,
.
1
7
1
9
3
5
,
.
4
9
1
8
6
3
,
.
1
6
4
9
3
3
,
.
1
8
5
6
4
.
8
8
8
2
3
.
2
2
2
8
D
S
U
3
2
-
3
0
-
1
3
6
1
-
7
0
-
1
1
s
s
a
r
G
l
r
a
e
P
8
s
n
o
i
t
a
e
r
C
d
e
t
i
m
L
i
.
)
9
1
7
9
2
(
7
8
9
.
.
2
2
2
8
D
S
U
3
2
-
3
0
-
1
3
6
1
-
7
0
-
1
1
l
r
a
e
P
n
V
i
9
m
a
n
t
e
V
i
l
a
b
o
G
l
#
d
e
t
i
m
L
i
.
2
2
2
8
D
S
U
3
2
-
3
0
-
1
3
6
0
-
3
0
-
2
2
.
2
2
2
8
D
S
U
3
2
-
3
0
-
1
3
9
0
-
3
0
-
6
1
.
2
2
2
8
D
S
U
3
2
-
3
0
-
1
3
9
0
-
2
1
-
2
2
d
e
t
i
i
m
L
e
t
a
v
i
r
P
t
i
n
K
p
r
o
N
s
e
i
r
t
s
u
d
n
I
d
e
t
i
m
L
i
#
d
e
t
i
m
L
i
t
s
a
e
r
a
F
l
a
b
o
G
l
l
a
e
P
l
a
b
o
G
l
l
r
a
e
P
5
3
4
6
7
pearl global industries limited
e
m
o
c
n
i
-
x
E
(
e
v
i
s
n
e
h
e
v
i
s
n
e
h
r
a
e
Y
e
h
t
r
o
f
)
s
e
s
n
e
p
e
m
o
c
n
I
i
g
n
d
o
h
l
n
o
i
t
a
x
a
t
n
o
i
t
e
r
o
f
e
b
n
o
i
t
a
x
a
t
l
a
t
i
p
a
C
y
c
n
e
r
d
o
i
r
e
P
n
o
i
t
)
h
k
a
L
n
i
`
(
l
a
t
o
T
r
e
h
t
O
f
o
%
d
e
s
o
p
o
r
P
/
t
fi
o
r
P
n
o
i
s
i
v
o
r
P
/
t
fi
o
r
P
r
e
v
o
n
r
u
T
-
t
s
e
v
n
I
l
a
t
o
T
l
a
t
o
T
s
e
v
r
e
s
e
R
y
t
i
u
q
E
e
g
n
a
h
c
x
E
-
t
r
o
p
e
R
-
e
R
f
o
e
t
a
D
f
o
e
m
a
N
.
l
S
-
e
r
p
m
o
C
-
e
r
p
m
o
c
-
e
r
a
h
s
d
n
e
d
i
v
i
d
r
e
t
f
a
s
s
o
L
-
a
x
a
t
r
o
f
s
s
o
L
s
t
n
e
m
s
e
i
t
i
l
i
b
a
L
i
s
t
e
s
s
a
l
s
u
p
r
u
s
&
e
r
a
h
S
e
t
a
r
-
r
u
C
g
n
i
g
n
i
t
r
o
p
-
i
s
i
u
q
c
A
i
y
r
a
d
i
s
b
u
S
.
o
N
)
.
d
t
n
o
C
(
1
-
C
O
A
m
r
o
F
.
8
2
3
8
6
1
,
.
5
8
6
2
8
1
,
-
-
.
0
0
0
0
1
5
9
9
9
.
.
4
5
9
4
4
)
3
4
5
6
(
.
.
0
0
0
0
1
.
1
3
8
4
1
)
3
4
5
6
(
.
2
9
9
6
.
6
6
0
.
.
8
2
6
2
0
1
,
-
-
.
0
0
0
0
1
1
1
2
5
.
-
-
-
-
-
-
.
8
2
3
8
6
1
,
.
5
8
6
2
8
1
,
.
4
9
5
1
2
.
0
8
4
0
2
.
3
2
9
9
8
1
,
.
5
6
1
3
0
2
,
.
7
9
4
1
5
.
)
5
2
1
5
1
(
.
2
2
6
6
6
.
4
7
3
1
2
.
5
2
1
5
1
.
9
9
4
6
3
6
6
0
.
9
8
4
.
5
5
5
.
.
8
2
6
2
0
1
,
.
7
9
4
1
1
.
5
2
1
4
1
1
,
.
4
3
7
1
8
8
3
,
.
9
4
2
1
4
2
2
,
.
1
3
7
6
5
0
4
,
.
0
6
3
1
8
3
1
,
.
1
7
0
2
6
2
,
.
0
7
0
1
4
9
,
-
-
-
-
-
.
8
1
7
0
0
1
,
.
3
2
0
8
6
1
2
,
.
1
7
1
9
8
4
2
,
.
6
1
6
3
8
9
,
.
8
0
5
4
2
2
1
,
.
7
0
3
8
6
.
8
9
1
7
8
.
1
4
8
2
5
2
,
5
3
0
0
0
.
D
N
V
3
2
-
3
0
-
1
3
7
1
-
5
0
-
1
0
l
a
b
o
G
l
l
r
a
e
P
0
1
.
4
9
6
3
5
1
,
8
7
0
.
T
D
B
3
2
-
3
0
-
1
3
7
1
-
3
0
-
2
0
t
n
e
d
u
r
P
1
1
.
o
C
m
a
n
t
e
V
i
.
d
t
L
i
s
n
o
h
s
a
F
d
e
t
i
m
L
i
.
4
0
0
7
4
5
1
,
.
3
7
2
0
2
2
2
,
.
0
3
1
5
3
5
,
.
0
4
1
8
3
1
,
.
0
4
9
0
2
2
,
.
3
3
9
9
8
8
,
.
2
8
7
4
2
5
,
.
1
1
2
4
4
1
,
2
2
2
8
.
D
S
U
3
2
-
3
0
-
1
3
2
1
-
1
1
-
8
0
2
2
2
8
.
D
S
U
3
2
-
3
0
-
1
3
6
0
-
3
0
-
0
3
.
4
9
0
2
8
.
7
1
7
2
0
6
,
.
2
2
2
7
0
1
,
.
6
6
6
4
9
8
,
9
7
3
.
.
8
4
7
4
2
2
2
2
8
.
D
S
U
3
2
-
3
0
-
1
3
1
2
-
7
0
-
9
2
.
1
7
5
6
5
1
,
.
7
7
3
5
3
1
,
8
7
0
.
T
D
B
3
2
-
3
0
-
1
3
2
2
-
9
0
-
4
0
l
l
a
b
o
G
P
S
S
D
l
e
c
a
n
n
P
T
P
i
l
s
e
r
a
p
p
A
#
d
e
t
i
m
L
i
2
1
3
1
l
a
b
o
G
l
l
r
a
e
P
4
1
.
c
n
I
A
S
U
l
i
g
n
h
t
o
C
a
h
p
A
l
5
1
d
e
t
i
m
L
i
.
i
s
s
a
b
d
e
t
a
d
i
l
o
s
n
o
c
n
o
e
r
a
s
r
e
r
u
g
F
#
i
4
6
5
3
2
-
S
C
A
:
.
o
N
M
.
9
4
7
3
9
1
7
0
N
D
I
)
e
e
j
r
e
n
a
B
b
a
l
l
a
P
(
r
o
t
c
e
r
i
D
g
n
g
a
n
a
M
i
i
)
a
h
d
u
B
a
p
l
i
h
S
(
y
r
a
t
e
r
c
e
S
y
n
a
p
m
o
C
d
r
a
o
B
e
h
t
f
o
f
l
a
h
e
b
n
o
d
n
a
r
o
F
d
e
t
i
i
m
L
s
e
i
r
t
s
u
d
n
I
l
a
b
o
G
l
l
r
a
e
P
r
o
f
)
h
t
e
S
t
i
k
u
P
(
l
n
a
m
r
i
a
h
C
-
e
c
V
i
4
4
0
3
0
0
0
0
N
D
I
)
i
n
a
m
o
S
a
r
d
n
e
r
a
N
(
5
5
1
2
9
0
.
o
N
.
M
r
e
c
fi
f
O
l
i
i
a
c
n
a
n
F
f
e
h
C
i
O
F
C
p
u
o
r
G
0
8
3
6
9
0
.
o
N
.
M
)
i
h
d
n
a
G
y
a
n
a
S
(
j
m
a
r
g
u
r
u
G
:
e
c
a
P
l
3
2
0
2
,
5
1
y
a
M
:
e
t
a
D
325
.
9
3
0
8
`
=
$
S
U
1
.
2
8
0
`
=
T
D
B
1
.
4
3
0
0
0
`
=
D
N
V
1
s
t
n
e
m
e
t
a
t
S
L
/
P
r
o
f
n
e
k
a
t
e
t
a
r
e
g
n
a
h
c
x
e
e
g
a
r
e
v
a
g
n
w
o
i
l
l
o
F
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23
NOTES
326
pearl global industries limited NOTES
327
corporate overviewstatutory reportsfinancial statementsAnnuAl report 2022-23 NOTES
328
pearl global industries limited