Dear Members,
The Directors have pleasure in submitting their 30th Annual Report of
the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015.
FINANCIAL SUMMARY/HIGHLIGHTS
The Company's financial performance for the year under review along
with previous year's figures are given hereunder:
Particulars for the Year ended 31st March, 2015.
Year ended Year ended
31.03.2015 31.03.2014
Gross Income 290,040,402 100,508,331
Total Expenditure 241,401,848 81,641,366
Net Profit for the year 48,638,554 18,866,965
Less: Provision for Tax 15,856,290 6,068,121
Profit after Tax 32,782,264 12,798,844
Add/Less: Deferred Tax Liabilities 34,600 8,669
32,747,664 12,790,175
Profit brought from previous year 30,797,369 20,780,972
Profit available for Appropriation 63,545,033 33,571,147
Transfer to Statutory Reserve 6,549,533 2,773,778
Balance Carried to Balance Sheet 56,995,500 30,797,369
Your Company achieved an all time high performance both in turnover &
its profits. Income from operation and profit before tax aggregated to
Rs. 29.00 Crores and Rs. 4.86 Crores, respectively as compared to
Income Rs. 10.05 Crores and Profit Rs. 1.88 Crores during the previous
year.
DIVIDEND
To build up the reserve funds, Your directors have not recommended any
dividend on equity shares during the year under consideration.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply and no amount is due for transfer to invester protection fund.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS AND DISCLOSURE
REGARDING CHANGE IN THE NATURE OF BUSINESS, IF ANY
Your Directors wish to present the details of Business operations done
during the year under review:
a. Corporate and Personal Finance;
b. Debt Syndication;
c. Private Placement, Arranger;
d. Distribution & Marketing of financial Products;
e. Dealing & Investment in Stock Market;
During the year under review, there is no change in the Business
Activities or Nature of Business of the Company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTINGTHE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE ANDTHE DATE OFTHE REPORT
ISSUE OF BONUS SHARESTHROUGH POSTAL BALLOT
The Company has proposed to Issue Bonus shares by capitalizing its free
reserves. The same was duly approved by members of the Company on 13th
August, 2015 through postal ballot. Accordingly, Company is in a
process to issue 243,280,600 (Twenty Four CroresThirtyTwo Lakhs
EightyThousand Six Hundred) Bonus Shares of Rs. 1/- each to those
shareholders who holds shares in physical/demat mode as on the Record
Date.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not
apply to our Company. There was no foreign exchange inflow or Outflow
during the year under review.
RISK MANAGEMENT FRAMEWORK
The Company has a robust internal business management framework to
identify, evaluate business risks and opportunities which seeks to
minimize adverse impact on the business objectives and enhance the
Company's business prospects. As an NBFC, PMC is exposed to credit
risk, liquidity risk and Interest rate risk. Risk Management is an
Integral part of the Company's business strategy.
LISTING INFORMATION
The Company's Share are Listed with BSE Limited, Mumbai. Your Company
has paid the Annual Listing Fee up to date and there are no arrears.
The BSE have nation-wide trading terminals and therefore provide full
liquidity to the investors.
NBFC REGISTRATION
The company has been registered with Reserve Bank of India as Non
Banking Finance Company vide Registration No. 12.00128 Dated 1 st April
1998. Your Company is categorized as a Non-deposit taking Non-Banking
Financial Company. The Company has not accepted any deposit from the
public during the year pursuant to the provisions of Companies Act,
2013.
DEMATERILISATION OF SHARES
Your Company has connectivity with NSDL & CDSL for dematerlisation of
its equity shares. The ISIN no. INE793G01035 has been allotted for the
company. Therefore, the member and/or investors may keep their
shareholding in the electronic mode with their Depository Participates.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employee's particulars which is available
for inspection by the members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
ensuing AGM. If any Member is interested in obtaining a copy thereof,
such Member may write to the Company Secretary in this regard.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADEWITH RELATED PARTIES
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.
STATUTORY AUDITORS
M/s. M.M. Goyal & Co., the Statutory Auditors (FRN: 007198N) retire at
the ensuing Annual General Meeting but being eligible offer themselves
for re-appointment. The Company has received the letter from the
auditors to the effect that their appointment if made it would be
within the prescribed limits under Section 141 (3)g of the Companies
Act, 2013. Your Directors recommend reappointment of M/s M.M. Goyal &
Co. as the Statutory Auditors of the Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204(1) of the Companies Act 2013
read with rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the company has appointed M/s Ashu
Gupta & Co., Company Secretaries as Secretarial Auditors of the
Company, to undertake the secretarial audit of the Company for the FY
2014-15. The Secretarial Audit report MR-3 submitted by Company
Secretary in Practice is enclosed as part of this report Annexure - A.
INTERNAL AUDITORS
During the year under review M/s. Krishan K Aggarwal & Associates,
Chartered Accountants(FRN: 019471N) have been appointed to act as
Internal Auditors of the Company and their reports reviewed by the
Audit Committee time to time.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by
the Auditors in their respective reports.
As required under section 204(1) of the Companies Act, 2013 the Company
has obtained a secretarial audit report. Certain observations made in
the report with regard to non filing of some forms were mainly due to
ambiguity and uncertainty of the applicability of the same for the
relevant period. However, the company is in process of filling these
forms and would ensure in future that all the provisions are complied
to the fullest extent.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued thereunder and
Clause 49 of the Listing Agreement, the Board of Directors at their
meeting held on 28th September, 2014 formulated and/or reconstituted
the Nomination and Remuneration Committee and Policy of your Company on
the recommendations of Nomination and Remuneration Committee. The
salient aspects covered in the Nomination and Remuneration Policies
relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes,
independence of Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THEYEAR UNDER REVIEW
The Board of Directors duly met 13 times during the financial year from
1st April, 2014 to 31st March, 2015.
BOARD EVALUATION
Pursuant to provisions of the Companies Act, 2013, a separate exercise
was carried out to evaluate the performance of individual Directors
including the Chairman of the Board who were evaluated on parameters
such as level of engagement and contribution and independence of
judgment thereby safeguarding the interest of the Company. The
performance evaluation of the Independent Directors was carried out by
the entire Board excluding the Director being evaluated. The
performance evaluation of the Chairman and the non-Independent
Directors was carried out by the Independent Directors. The Board also
carried out annual performance evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee and Stakeholders
Relationship Committees. The Directors expressed their satisfaction
with evaluation process. All the non-executive and Independent
Directors are eminent personalities having wide experience in the field
of business, industry & administration. Their presence on the Board is
advantageous and fruitful in taking business decisions.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the
Company's operation in future.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, prevention and
detection of frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial
disclosures.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
KEY MANAGERIAL PERSONNEL AND BOARD OF DIRECTORS
Mr. Raman Kumar, Company Secretary has resigned from the post of
Company Secretary of the Company with effect from 01.02.2015. The Board
places on record its appreciation for the assistance & guidance
provided by Mr. Raman Kumar during his tenure as Company Secretary of
the Company.
Ms. Nidhi Pathak, Company Secretary has been appointed as company
Secretary of the Company with effect from 01.02.2015.
The Companies Act, 2013, provides for the appointment of Independent
Directors. Sub -section (10) of Section 149 of the Companies Act, 2013
provides that Independent Directors shall hold office for a term of up
to five consecutive years on the Board of a company and shall be
eligible for re-appointment on passing special resolution by
shareholders of the Company. Accordingly, Mr. V.B. Aggarwal & Mr.
Pramod Gupta, whose term of office expired on 29th April, 2015 as
Independent Directors were re-appointed as Independent Directors at
their duly convened Board Meeting held on 28th April, 2015 for a
further period of five years up to 29.04.2020 subject to the approval
of members in the ensuing Annual General Meeting as required under
section 149(10).
Mrs. Rekha Modi, retire at this Annual General Meeting and being
eligible offer herself for re-appointment.
Mr. Vijay Kumar Yadav, Appointed as whole time KMP -Chief Finance
Officer of the Company with effect from 15.06.2015.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
CORPORATE GOVERNANCE REPORT
As required by clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report, Management Discussion &
Analysis and Auditor's Certificate regarding compliance of conditions
of Corporate Governance forms part of the Annual Report.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure 2 and is attached to this Report.
COMPLIANCE WITH RBI GUIDELINES
Your Company has complied with all the regulations of Reserve Bank of
India as on 31 st March, 2015; applicable to it as Non-Banking Finance
Company.
COMPLIANCE WITH THE CODE OF CONDUCT
A declaration by the Managing Director affirming compliance with the
company's Code of Conduct by Directors and senior Management for FY
2014-15, as required under Clause 49 of the Listing Agreement with
Stock Exchange is annexed and forms part of this Report.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Board of Directors at their meeting held on 28th September, 2014
reconstituted the Audit Committee of the Board. The Audit Committee
consists of the following members:-
a. Mr. V. B. Aggarwal,
b. Mr. Pramod Gupta, and
c. Mrs. Rekha Modi
The above composition of the Audit Committee consists of two
independent Directors viz., Mr. V. B. Aggarwal and Mr. Pramod Gupta,
who form the majority.
The Company has established or adopted a Vigil Mechanism Policy
pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and overseas through the committee, the genuine concerns
expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided
direct access to the chairman of the Audit Committee on reporting
issues concerning the interests of co employees and the Company.
SHARES
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.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors acknowledges gratefully
the shareholders for their support and confidence reposed on your
Company.
And your Directors would also like to take this opportunity to express
their appreciation for the dedicated efforts of the employees of the
Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place : New Delhi (RAJ KUMAR MODI)
Date : 25.08.2015 Managing Director
DIN-01274171
S-353 IIND FLOOR, GREATER
KAILASH-I, NEW DELHI, 110048
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