| Dear Members,
The Directors have pleasure in presenting the 26th Annual Report on
the business and operations of the Company together with audited
statements of accounts for the financial year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS
The summarized financial results of the Company for the financial year
2014-15 are given hereunder:
(Rs.in lacs)
2014-15 2013-14
Revenue from operations & other income 159.70 122.14
Operating Profit (EBIDTA) 116.03 38.29
Finance Cost 111.81 34.10
Gross Profit (PBD) 4.22 4.19
Depreciation & amortization 0.05 0.94
Profit before tax 4.17 3.25
Provision for
- Current Tax (net) 1.95 1.25
- Deferred Tax - 0.003
- MAT Credit entitlement - -
- Adjustment for prior period tax/tax on dividend - -
Net Profit 2.22 1.99
Balance b/f from
previous year 2387.42 2385.40
Profit available for appropriation 2389.56 2387.42
Appropriation:-
Balance Carried to Balance Sheet 2389.56 2387.42
DIVIDEND
In order to meet the future requirements of the Company, yours
Directors have decided not to recommend dividend for the Financial Year
2014-15.
OPERATIONS
During the year under review, the revenue from operations increased to
Rs.159.70 lacs as against Rs.122.14 lacs in the previous year.
The net profit after tax for the year was Rs. 2.22 lacs as against Rs.
1.99 lacs in the previous year;
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges and Circular/Notifications/ Directions issued by
Reserve Bank of India from time to time, the Management Discussion and
Analysis of the financial condition and result of operations of the
Company for the year under review is presented in a separate section
forming part of the Annual Report.
CORPORATE GOVERNANCE
A Report on Corporate Governance as required under Clause 49 of the
Listing Agreement entered into with the Stock Exchanges, forms part of
the Annual Report.
A Certificate from, M/s Kundan Agarwal & Associates, Company
Secretaries, confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, also forms part
of the Annual Report.
FINANCE
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2015 was Rs.628.35
lacs. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity.
(ii) Public Deposits
The Company being a Non-Deposit Accepting Non-Banking Finance Company
has not accepted any deposits from the public during the year under
review and shall not accept any deposits from the public without
obtaining prior approval of the Reserve Bank of India (RBI).
(iii) Particulars of loans, guarantees or investments
Particulars of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.
RBI GUIDELINES
As a Non Deposit taking Non-Banking Finance Company, your Company
always aims to operate in compliance with applicable RBI laws and
regulations and employs its best efforts towards achieving the same.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6 times in financial year 2014-15 viz., on April 10,
2014, May 30, 2014, August 14, 2014, November 12, 2014, February 12,
2015 and March 05, 2015. The maximum interval between any two meetings
did not exceed 120 days.
COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013 and Clause
49 of Listing Agreement, the Board re-constituted some of its
Committees. The Committees are as follows:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Details of the said Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Cessation
During the year under review, Ms. Sapna Bhatia (PAN ANTPB7851L) and Ms.
Neha Bansal (PAN ANMPB9893K) resigned from the post of Company
Secretary of the Company. The Board placed on its records their
appreciation for the valuable contribution provided by both the Company
Secretaries.
During the year under review, Mr. Robin Garg (DIN 02400919) resigned
from the post of Non Executive Independent Directorship and Committees
in which he was serving as Chairman/Committee Member with effect from
April 23, 2015 The Board placed on its records its appreciation for the
valuable contribution provided by Mr. Robin Garg.
b. Retire by Rotation
In accordance with Section 152 and other applicable provisions of
Companies Act, 2013, Mr. Sushil Kumar (DIN 02171252), being Executive
Director, retires by rotation and being eligible offers himself for
reappointment at the ensuing Annual General Meeting. The Board
recommends his appointment.
c. Appointment of Women Director
With coming into force of the provisions of Companies Act, 2013, the
Board had appointed Ms. Swati Sharma (DIN 06757066) as Additional
Executive Women Director of the Company who shall hold office upto the
date of ensuing Annual General Meeting of the Company. The Company has
received notice in writing under Section 160 of the Companies Act, 2013
from members proposing her appointment as Director.
The Board recommends her appointment. The details of the aforesaid
Director forms part of this Report as Annexure I.
Based on the confirmation received, she is not disqualified for
appointment under Section 164(2) of Companies Act, 2013.
d. Appointment of Independent Directors
During the year under review, Mr. Suraj Chokhani (DIN 03547280) and Mr.
Ravi Jaipuria (DIN 00598138) had been appointed as Additional Non
Executive Independent Directors who shall hold office upto the date of
ensuing Annual General Meeting of the Company. The Company has received
notices in writing under Section 160 of the Companies Act, 2013 from
members proposing appointment as Directors.
The Board recommends their appointment. The details of the aforesaid
Directors forms part of this Report as Annexure I.
Based on the confirmations received, none of the Directors are
disqualified for appointment under Section 164(2) of Companies Act,
2013.
e. Key Managerial Personnel Appointment
During the year under review, Ms. Sarita Aggarwal (PAN- ARZPA2612C) was
appointed as Compliance Officer & Company Secretary of the Company
w.e.f. 01st November, 2014.
During the year under review, Mr. Deependra Singh Negi (PAN-
AGIPN6328E) was appointed as Chief Financial Officer of the Company
w.e.f. 30th May, 2015.
During the year under review, Mr. Pravin Santlal Jain- Managing
Director (DIN 01318161); Mr. Deependra Singh Negi - Chief Financial
Officer; and Ms. Sarita Aggarwal, Compliance officer & Company
Secretary were designated as the Key Managerial Personnel of the
Company pursuant to the requirements of the applicable provisions of
Companies Act, 2013 read with its Rules, by the Board of Directors and
their terms and conditions of the appointment and remuneration was
considered by the Board.
BOARD'S INDEPENDENCE
Our definition of 'Independence' of Directors is derived from Clause 49
of the Listing Agreement with Stock Exchanges and Section 149(6) of the
Companies Act, 2013. Based on the confirmation / disclosures received
from the Directors and on evaluation of the relationships disclosed,
the following Non- Executive Directors are Independent in terms of
Clause 49 of the Listing Agreement and Section 149(6) of the Companies
Act, 2013 :- 1. Mr. Suraj Chokhani (DIN 03547280)
2. Mr. Ravi Jaipuria (DIN 00598138)
3. Mr. Atul Singla (DIN 03555967)
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of the section 134(3)(c) of the Companies
Act, 2013:
(i) that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(ii) that such accounting policies, as mentioned in Note 2 of the Notes
to the Financial Statements, have been selected and applied
consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at March 31, 2015 and of the profit of the
Company for the year ended on that date;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the annual financial statements have been prepared on a going
concern basis;
(v) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
(vi) that proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating
effectively.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION &
EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Policy on Nomination and Remuneration of
Directors, Key Managerial Personnel, Senior Management and other
employees has been formulated including criteria for determining
qualifications, positive attributes, Independence of a Director and
other matters as required under the said Act and Listing Agreement.
The evaluation framework for assessing the performance of Directors
comprises of the following key areas
Expertise;
Objectivity and Independence;
Guidance and support in context of life stage of the Company;
Understanding of the Company's business;
Understanding and commitment to duties and responsibilities;
Willingness to devote the time needed for effective contribution to
Company;
Participation in discussions in effective and constructive manner;
Responsiveness in approach;
Ability to encourage and motivate the Management for continued
performance and success;
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the
Board will not participate in the discussion of his / her evaluation.
Accordingly a process of evaluation was followed by the Board for its
own performance and that of its Committees and individual Directors and
also the necessary evaluation was carried out by Nomination and
Remuneration Committee and Independent Director at their respective
meetings held for the purpose.
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial
year 2014-15. All Related Party Transactions entered into in the past
were on an arm's length basis and were in the ordinary course of
business. There are no materially significant Related Party
Transactions made by the Company with promoters, directors, Key
Managerial Personnel or other designated persons which may have
potential conflict with the interest of the Company at large.
On the recommendation of the Audit Committee, the Board of Directors
has adopted a policy on Related Party Transactions. The Policy
envisages the procedure governing related party transactions required
to be followed to ensure compliance with the applicable laws and
regulations as well as to ensure that the Related Party Transactions
are managed and disclosed in accordance with the strict legal and
accounting requirements.
A statement of all related party transactions is presented before the
Audit Committee on a quarterly basis, specifying the nature, value and
terms & conditions of the transactions. The statement is supported by a
certificate from the CFO.
None of the Directors has any pecuniary relationships or transactions
vis-…-vis the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure 2 to this Director's Report.
STATUTORY AUDITORS & THEIR REPORT
M/s. STRG & Associates, Chartered Accountants, having ICAI Firm
Registration No. 014826N were appointed as Statutory Auditors of your
Company at the Extra-Ordinary General Meeting
(EGM) held on March 30, 2015 from the conclusion of the said EGM till
conclusion of Twenty Sixth Annual General Meeting. As per the
provisions of Section 139 of the Companies Act, 2013, the appointment
of Statutory Auditors is required to be ratified by members at every
Annual General Meeting. Accordingly, the appointment of M/s. STRG &
Associates, Chartered Accountants, as Statutory Auditor of the Company
is placed for ratification by the shareholders.
The Auditor's Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITORS & THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made thereunder, the Company had appointed M/s. Kundan
Agarwal & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the financial year 2014-15. The
Secretarial Audit Report for financial year 2014-15, has been appended
as Annexure 3 to this Report.
The Auditor's Report does not contain any qualification, reservation or
adverse remark.
The Board of the Directors at their Meeting held on May 30, 2015 has
appointed M/s. Kundan Agarwal & Associates, Practicing Company
Secretaries, to undertake the Secretarial Audit of the Company.
INTERNAL AUDITORS & THEIR REPORT
Pursuant to provisions of Section 138 of Companies Act 2013 and rules
made thereunder, the company had appointed MAKS & Co. as Internal
Auditor for the year 2014-2015.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees in receipt of remuneration in excess of Rs.60 lacs per
year to be disclosed in the Report of Board of Directors are not
applicable to the Company as none of the employees was in receipt of
remuneration in excess of Rs.60 lacs during the financial year 2014-15.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE
ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.
The requirements of disclosure with regard to Conservation of Energy in
terms of Section 134 of the Companies Act, 2013, read with the
Companies (Accounts) Rules, 2014, are not applicable to the Company
since it doesn't own any manufacturing facility.
However, the Company makes all efforts towards conservation of energy,
protection of environment and ensuring safety.
There are no earnings and outgoing Foreign Exchange during the year
under review.
VIGIL MECHANISM
Your Company has established a 'Whistle Blower Policy and Vigil
Mechanism' for directors and employees to report to the appropriate
authorities concerns about unethical behavior, actual or suspected,
fraud or violation of the Company's code of conduct policy and provides
safeguards against victimization of employees who avail the mechanism
and also provide for direct access to the Chairman of the Audit
Committee. The said policy has been uploaded on the website of the
Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There have been no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and company's operations in future.
RISK MANAGEMENT POLICY AND INTERNAL CONTROL
The Company has adopted a Risk Management Policy duly approved by the
Board and also has in place a mechanism to identify, assess, monitor
and mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Risk Management Committee, Audit Committee and
the Board of Directors of the Company. The Company's internal control
systems are commensurate with the nature of its business and the size
and complexity.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read
with Rules thereunder, the Company has not received any complaint of
sexual harassment during the year under review.
ACKNOWLEDGEMENT
We are grateful to the Government of India, the Reserve Bank of India,
the Securities and Exchange Board of India, the Stock Exchanges, and
other regulatory authorities for their valuable guidance and support
and wish to express our sincere appreciation for their continued
co-operation and assistance. We look forward to their continued support
in future.
We wish to thank our bankers, investors, rating agencies, customers and
all other business associates for their support and trust reposed in
us.
Your Directors express their deep sense of appreciation for all the
employees whose commitment, co-operation, active participation,
dedication and professionalism has made the organization's growth
possible.
Finally, the Directors thank you for your continued trust and support.
For and on behalf of
Purshottam Investofin Limited
Sd/- Sd/-
Pravin Santlal Jain Suraj Chokhani
Managing Director Director
(DIN-01318161) (DIN-03547280) |