PACHELI INDUSTRIAL FINANCE LIMITED
(Formerly known as "DHOOT INDUSTRIES LIMITED")
Your Directors have great pleasure in presenting 32nd Annual Report alongwith the Audited Balance Sheet and Profit and Loss Account for the year ended March31 2017.
1. FINANCIAL RESULTS:
(Amt. In Rs.)
| ||Year ended |
|PARTICULARS ||2017 ||2016 |
|Total Income ||3720748 ||3216395 |
|Total Expenditure ||2563980 ||2427209 |
|Gross Profit/(Loss) before Depreciation & Tax ||1156768 ||789186 |
|Add/Less: Depreciation (Net) || || |
|Profit / (Loss) before Taxation ||1156768 ||789186 |
|Less: Provision for Taxation || || |
|Current Tax ||350000 ||-- |
|Deferred Tax || ||-- |
|Income Tax of Previous Years || ||(6575) |
|Net Profit/(Loss) after Taxation ||806768 ||795761 |
|Transfer from General Reserve: || || |
|Balance Brought forward from previous year ||3258897 ||2463136 |
|Balance carried forward to Balance Sheet ||4065665 ||3258897 |
During the year the company has submitted application for Certificate of registrationpursuant to section 45IA of Reserve Bank of India Act 1934 to commence business of aNon-Banking Financial Company (NBFC) with RBI. However as date of this report theCertificate of Registration is not obtained.
In order to conserve the resources Your Directors did not recommend any dividend forthis year.
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
4. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in AnnexureA and is attached to this Report.
5. NUMBER OF BOARD MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
The Board met 4 (Four) times during the financial year ended March 31 2017. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013. The maximum interval between any two meetings did not exceed 120 days asprescribed under the Companies Act 2013.
6. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
i) In the preparation of the annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departures ii) That theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the Profitor Loss of the Company for that period.
iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
7. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
8. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
9. COMMENTS ON AUDITOR'S REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Shyam C. Agrawal & Co. Chartered Accountants Mumbai in their report. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review.
As per the provisions of the Act the period of office of M/s. Shyam C. Agrawal &Co. Chartered Accountants Mumbai (Firm Registration No as 110243W) Statutory Auditorsof the Company expires at the conclusion of the ensuing Annual General Meeting.
It is proposed to appoint M/s. V S Shah and Associates Chartered Accountants (FirmRegistration No. 143857W) statutory Auditors of the Company for a term of 5 (five)consecutive years. M/s. V S Shah and Associates Chartered Accountants have confirmedtheir eligibility and qualification required under the Act for holding the office asStatutory Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
11. SECRETARIAL AUDITOR & REPORT:
The Board of Directors of the Company has appointed M/s. HS Associates PracticingCompany Secretary; to conduct the Secretarial Audit for the financial year 2016-2017. TheSecretarial audit report for the financial year ended March 31 2017 is Annexure Bto this Report.
The Company is in the processes of regularizing the defaults under section 73 and 203of the Companies Act 2014.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Retirement by rotation and subsequent re-appointment:
Mrs. Pushpadevi Padamchand Dhoot (DIN: 00118140) is liable to retire by rotation atthe ensuing AGM pursuant to the provisions of Section 152 of the Companies Act2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and beingeligible have offered herself for reappointment. Ms. Nazia Sayyed has resigned as aCompliance officer w.e.f. February 14 2017.
13. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013. The Company has appointed Ms. NeelamLahoti Chartered accountant as Internal Auditors for the year to 2016-2017 to conduct theinternal audit and to ensure adequacy of the Internal controls adherence to Company'spolicies and ensure statutory and other compliance through periodical checks and internalaudit
14. CORPORATE GOVERNANCE:
The Company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations &Disclosure Requirements) (LODR) Regulations 2015 as the Paid-up capital of the Companywas below Rs. 100000000/- (Rupees Ten Crores Only) and Net Worth was below Rs.250000000/- (Rupees Twenty-Five Crores Only) as on the last day of the previousfinancial year.
As on March 31 2017 the Company's Paid up Capital is of Rs.37320500/- (RupeesThree Crores Seventy-Three Lakhs Twenty Thousand Five Hundred Only) and Net worth is ofRs.43213897/- (Rupees Four Crores Thirty-Two Lakhs Thirteen Thousand Eight Hundred andNinety-Seven only.
Hence compliance with Corporate Governance provisions as per SEBI (LODR) Regulations2015 are not applicable to the Company.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:
The particulars of loans guarantees and investments made under section 186 of theCompanies Act 2013 N.A.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no transactions entered into with related parties as defined under CompaniesAct 2013 during the year were in the ordinary course of business and on an arm's lengthbasis and did not attract provisions of Section 188 of Companies Act 2013 relating toapproval of shareholders. There have been no material related party transactionsundertaken by the Company under Section 188 of the Companies Act 2013 and hence nodetails have been enclosed pursuant to clause (h) of subsection (3) of Section 134 ofCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014AOC-2'.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:
There were no significant and material orders passed by the Regulators or Courts ortribunals during the financial year which would impact the going concern status of theCompany and its future operations.
18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2017 and theInternal Financial Controls are operating effectively.
19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
20. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is not applicable to Company.
21. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report.
The Vigil Mechanism Policy is available at the website of the company:www.pacheliindustrialfinance.com
22. RISK MANAGEMENT POLICY:
The Company has laid down sufficient procedures about risk assessment and itselimination and/or its minimization.
The Company has adopted a Policy on Risk Management to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the Company's business. In order to achieve the keyobjective this Policy establishes a structured and disciplined approach to RiskManagement in order to guide decisions on risk related issues.
The Company's management systems organizational structures processes standards codeof conduct Internal Control and Internal Audit methodologies and processes that governshow the Company conducts the business of the Company and manages associated risks.
23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review is annexedas ANNEXURE C of this report.
24. PARTICULARS OF EMPLOYEES:
During the Financial Year the Company does not have any employee who was drawingremuneration required to be disclosed pursuant to the Section 197 of Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
Since the Company has no subsidiaries provision of Section 212 of the Companies Act1956 is not applicable.
26. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 134(3) (o) and Section 135 of the Companies Act 2013 readwith Rule 8 of Companies (CSR Policy) Rules 2014 regarding corporate socialresponsibility do not apply to the company for the period under review.
The Directors take this opportunity to thank all the employees Banks and Customers fortheir contribution to the Company's performance during the year under review.
| ||By Order of the Board |
| ||For PACHELI INDUSTRIAL FINANCE LIMITED |
| ||(Formerly known as "DHOOT INDUSTRIES LIMITED") |
| ||Sd/- |
| ||PADAMCHAND DHOOT |
|DATE: 14th August 2017 ||MANAGING DIRECTOR & CHAIRMAN |
|PLACE: MUMBAI ||DIN: 01344573 |