| Dear Members,
The Directors have pleasure in presenting the 33rd Annual Report
together with the Audited Statement of Accounts for the Financial Year
ended March 31, 2015.
FINANCIAL PERFORMANCE
The Company's Performance during its Thirty Three years of Operations
is summarized below:
Particulars Financial year ended
(in Rupees)
31st March, 2015 31stMarch, 2014
Total Income" 85,304,447 42,154,150
Total expenditure 8,43,99,880 4,39,82,150
Profit/ (Loss) before tax 9,04,567 (18,28,000)
Profit/ (Loss) after tax 6,24,982 (18,30,060)
Paid- up Share Capital 2,40,00,000 2,40,00,000
Reserves and Surplus 239,120,799 23,84,38,348
DIVIDEND
To maintain the liquidity of funds, the Board of Directors has decided
not to declare any dividend for this financial year 2014-2015. The
Board assures you to present a much strong financial statements in
coming years.
SHARE CAPITAL
The Paid up Equity Share Capital as on March 31, 2015 was Rs. 40 Lacs
and Preference Share Capital as on March 31, 2015 was Rs. 2 Cr. During
the year under review the company has not issued any shares or
debentures or any other convertible instruments.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
FIXED DEPOSIT
The Company has not accepted any fixed deposit during the year under
review falling within the purview of Section 73 of the Companies Act,
2013 read with Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER TO GENERAL RESERVES
As the company has not declared any dividend, therefore, the Company
has not proposes to carry any sum to the General Reserves of the
Company for the period under consideration.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of the Business during the
Financial Year ended 31st March, 2015.
MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of
the Company between the financial year and up to the date of this
report.
DETAILS OF SUBSIDIARY, JOINT VENTURE, ASSOCIATE COMPANIES DURING THE
YEAR
The Company has no subsidiaries, joint ventures or associated companies
therefore disclosures in this regards are not provided in this report.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES
The company has no subsidiaries, joint venture companies so there is no
requirement of description of performance of Subsidiaries and Joint
Venture companies.
AUDITORS
A. Statutory Auditors
At the Annual General Meeting held on July 18, 2014, M/s V.N. Purohit &
Co., Chartered Accountants, were appointed as Statutory Auditors of the
Company to hold the office till the conclusion of the Annual General
Meeting to be held in the calendar year 2018.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual general Meeting. Accordingly the appointment of M/s
V.N. Purohit & Co., chartered Accountants, as statutory auditors of the
Company, is placed for ratification by the shareholders. In this
regard, the company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
B. Auditor's Report
It is qualified by Statutory Auditor with respect to depreciation
charged.
Management Response:
The Board would like to clarify that it was a clerical error on the
part of Accounts department while preparing annual accounts and though
amount being charged as less depreciation and does not materially
affect the profits of the Company.
All Observations made in the Independent Auditors' Report and Notes
forming part of the Financial Statements are self explanatory and do
not call for any further comments under section 197(12) of the
Companies Act, 2013.
C. Secretarial Auditor
Ms. Rachna Bhasin, Practicing Company Secretary was appointed to
conduct the secretarial audit of the Company for the F.Y 2014-2015, as
required under Section 204 of the Companies Act, 2013 and Rules
thereunder. The Secretarial audit Report for FY 2014-2015 forms part of
the annual report as Annexure I.
D. Internal Auditor
Ms. Rakhi Rani, Company Secretary also performs the duties of internal
auditors of the company and her report is reviewed by the Audit
Committee from time to time.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
and courts or tribunals impacting the going concern status and
Company's operations in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of annual return in the prescribed format is appended as
Annexure II.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use for disposition of its assets. All
the transactions are probably authorised, recorded and reported to the
Management. The Company is following all applicable accounting
standards for
properly maintaining the books of accounts and reporting financial
statements. The internal Auditor of the company checks and verifies
internal control and monitors them in accordance with policy adopted by
the company. The Company continues to ensure proper and adequate
systems and procedures commensurate with its size and nature of
business.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required to be given pursuant to section 134(3)(m) of the
Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and
forming part of Boards's Report for the year ended March 31, 2015 are
given as below:
A. Conservation of Energy
The provision related conservation of energy does not apply to company,
therefore the information as required under the Companies (Accounts)
Rules, 2014 is not given. However the company is conscious about its
responsibility to conserve energy, power, and other energy sources
wherever possible. We emphasis towards a safe and clean environment and
continue to adhere to all regulatory requirements and guidelines.
B. Technology Absorption
Your company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our activities
to improve efficiency levels.
Expenditure on Research and Development
During the period under review company has not incurred any expenditure
on R & D.
S. Parameters F.Y. 2014-2015 F.Y.2013-2014
No.
a) Capital Expenditure 0.00 0.00
b) Recurring 0.00 0.00
C. Foreign Exchange Earnings and Outgo
Details of Foreign Exchange, earnings and outgo are given as below:-
S. Particulars Year 2014 Year 2015
No.
1. Foreign Exchange earning Nil Nil
2. Foreign exchange outgoing Nil Nil
RISK MANAGEMENT POLICY
The Company has implemented Risk Management Policy (annexed as Annexure
III) and the Board of Directors has prepared a comprehensive framework
of risk management for assessment of risks and to determine the
responses to these risks so as to minimize their adverse impact on the
organization. The policy as approved by the Board of Directors is
uploaded on Company's website.
The provision of Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth
not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net
profit not exceeding Rs. 5 Cr or more during any financial year, as on
the last date of previous financial year. In this connection, we wish
to inform you that in respect of our company as on the last audited
balance sheet as at March 31, 2015 neither the net worth exceeds Rs.
500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5
Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate
Social Responsibility would not be applicable.
NUMBER OF MEETINGS OF THE BOARD
The Boards of Directors duly met eight times during the Financial Year
2014-15, the details of which are given in the Corporate Governance
Report that forms part of this Annual Report. The intervening gap
between any two board meetings was within the period prescribed by the
Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have a appropriate mix of Executive and
Independent directors to maintain the independence of the board,
separate its function of Governance and Management. As on March 31,
2015, the Board consists of 5 members, two of whom are executive or
whole time directors, and other three are independent Directors. The
Board periodically evaluates the need for change in its composition and
its size.
The policy of the company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Sub-section
(3) of Section 178 of the companies Act, 2013, adopted by the Board, is
appended as Annexure IV to the Board's Report. We affirm that
remuneration paid to the directors is as per the terms laid out in the
remuneration policy of the company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing agreement.
BOARD EVALUATION
Clause 49 of the listing agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
board on its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the board as a whole was
conducted based on the criteria and frame work adopted by the Board.
The evaluation process has been explained in this Annual report. The
Board approved the evaluation results as collated by the nomination and
remuneration committee.
None of the independent directors are due for re-appointment.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Every new independent directors of the board attends an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive directors/ senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product and service offerings, markets,
software delivery, organization structure, finance, human resources,
technology, quality, facilities and risk management.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role,
function, duties and responsibilities as a director. The format of the
letter of appointment is available on our website.
INDUCTIONS
On the recommendation of nomination and remuneration committee, the
Board appointed Mr. Harshit Agarwal as an Additional Director in the
category of Independent Director under the Companies Act, 2013.
Mr. Harshit Agarwal, Independent Director has given declaration that he
meets the criteria of Independence as laid down under Section 149(6) of
the Companies Act, 2013 and listing Agreement.
The requisite Resolution for appointment of Mr. Harshit Agarwal as an
Independent Director, is being proposed in the notice of the ensuing
Annual General Meeting. We seek your support in confirming the
appointment of Mr. Harshit Agrawal as a Director in the ensuing Annual
general Meeting.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE
Mr. Vinod Kumar Bansal and Mrs. Renu Bansal are directly related to
each other. Mrs. Renu Bansal is the wife of Mr. Vinod Kumar Bansal.
CHANGE IN DIRECTORS
During the year, Mr. Ankit Agarwal has resigned from the Directorship
of the Company w.e.f August 12, 2014 and Mr. Harshit Agarwal appointed
as Additional Director of the Company w.e.f August 12, 2014.
DETAILS OF KEY MANAGERIAL PERSONNEL
The following 3 persons were formally appointed/ designated as Key
Managerial Personnel of the Company in compliance with the provisions
of Section 203 of the Companies Act, 2013.
1. Mr. Vinod Kumar Bansal - Managing Director
2. Ms. Usha Sharma- Chief Financial Officer
3. Ms. Rakhi Rani- Company Secretary
COMMITTEES OF THE BOARD
Currently, the Board has 3 Committees; the Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee.
A detailed note on the Board and its committees is provided under the
Corporate Governance report section in this annual report. The
Composition of committees and compliances, as per applicable
provisions of the act and rules, are as follows:
Name of the Committee Composition of Committee
Audit Committee Mr. Harshit Agarwal
(Chairperson)
Mrs. Seema Mangal
Mrs. Radha Agarwal
Ms. Rakhi Rani
(Company Secretary)
Nomination and Mr. Harshit Agarwal
Remuneration (Chairperson)
Committee Mrs. Seema Mangal
Mrs. Radha Agarwal
Stakeholders Mr. Harshit Agarwal
Relationship (Chairperson)
Committee Mrs. Seema Mangal
Mrs. Radha Agarwal
Name of the Committee Highlights of duties, responsibilities and
activities
Audit Committee 1. All recommendations made by the audit
committee during the year were accepted
by the Board.
2. The Company has adopted the whistle
blower mechanism for directors and
employees to report concerns about
unethical behavior, actual or suspected
fraud, violation of the Company's Code
of Conduct and Ethics. The whistleblower
policy is appended as annexure V to the
Board's report.
3. In accordance with the requirement of
the listing Agreement, the Company has
formulated policies on related party
transactions on material subsidiaries.
The policies including the
whistleblower Policy, are available on
our website.
Nomination and 1. The Committee oversees and administers
Remuneration executive compensation, operating under
Committee a written charter adopted by our Board
of Directors.
2. The committee has a right to directly
retain independent advisors to assist
it.
3. The nomination and remuneration
committee has framed the nomination and
remuneration policy. A copy of the
policy is appended as annexure IV to the
Board's report.
Stakeholders 1. The committee reviews and ensures
Relationship redressal of Investor grievances.
Committee
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR
DIRECTORS AND EMPLOYEES
In order to ensure that the activities of the company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
of the company has adopted a vigil mechanism policy. The aim of the
policy is to provide adequate safeguards against victimization of
whistle blower who avails of the mechanism and also provide direct
access to the Chairman of audit Committee, in appropriate and
exceptional cases.
Accordingly, 'whistle Blower policy' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counselor or the Chairman of the audit Committee of
the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about irregularities within the Company.
This policy is also posted on the website of the company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to members of the Board and all employees in the course of
day to day business operations of the company. The Code has been placed
on the Company's website www.pptinvetment.com The Code lays down the
standard procedure of business conduct which is expected to be followed
by the directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Particulars of Loans and Guarantees are provided in the financial
statements (please refer the Note 12 to the financial Statements).
RELATED PARTY TRANSACTIONS
During the year the Company had not entered into any
contract/arrangement/transaction with related parties which could be
considered as material, as defined under the Listing Agreement. In
accordance with Accounting Standards -18, the Related Parties
Transaction are disclosed as an Annexure VI.
The disclosure of related party transactions as required under section
134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.
A report on corporate governance is annexed herewith. As required by
Clause 49 of the Listing Agreement, the Auditor's Certification on
Corporate Governance is enclosed to the Board's Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the company are as follows:
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the Year Nil
b) Employed for part of the year Nil
The remuneration paid to all key managerial personnel was in accordance
with remuneration policy adopted by the company.
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, excluding the
information on employees' particulars which is available for inspection
by members at the registered office of the company during business
hours on working days of the company up to the date of ensuing Annual
General Meeting. If any member is interested in inspecting the same,
such member may write to the Chief Financial Officer in advance.
SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual harassment policy in
line with the requirements of the sexual harassment of Women at
workplace ( Prevention, Prohibition and Redressal) Act, 2013.. All
employees (permanent, contractual, temporary, trainees) are covered
under this policy.
During the Year 2014-2015, no complaints were received by the Company
related to sexual harassment.
BUSINESS RESPONSIBILITY REPORT
Clause 55 of the listing Agreement is not applicable to our Company.
Since no initiative with respect to environmental, social etc has been
taken.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of the provisions of Section 133 of the Companies Act, 2013
and read with Rule 7 of the Companies (Accounts) Rules, 2014, the
provisions of the Act (to the extent notified) and guidelines issued by
the Securities and Exchange Board of India (SEBI). There are no
material departures from prescribed accounting standards in the
adoption of these standards.
The directors confirm that:
* In preparation of the annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards have been followed.
* The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period.
* The directors have taken proper and sufficient care towards the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
* The directors had prepared the annual accounts on a going concern
basis.
* The directors have laid down internal financial controls, which are
adequate and are operating effectively.
* The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the BSE Ltd (formerly
Bombay Stock Exchange Ltd). The Company has already paid listing fees
for the financial Year 2015-16 to the BSE.
CAUTIONARY NOTE
The statements forming part of the Board's Report may contain certain
forward looking remarks within the meaning of applicable securities
laws and regulations. Many factors could cause the actual results,
performances or achievements of the Company to be materially different
from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers
and clients for their continued support. The Board also wholeheartedly
acknowledges with thanks the dedicated efforts of all the staff and
employees of the Company.
For on behalf of the Board
For Pankaj Piyush Trade and Investment Limited
Sd/- Sd/-
Place: New Delhi Vinod Kumar Bansal Renu Bansal
Date: 29.05.2015 Managing Director Director
DIN: 00243709 DIN: 05149389
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