Your Directors have pleasure in presenting the 34th Annual Report togetherwith the Audited Statement of Accounts for the Financial Year ended March 31 2016.
The Companys Performance during its Thirty Four years of Operations is summarizedbelow:
|Particulars ||Financial year ended |
| ||(in Rs.) |
| ||31st March 2016 ||31st March 2015 |
|Total Income ||72902884 ||85304446 |
|Total expenditure ||69696382 ||84399879 |
|Profit/(Loss) before tax ||3206503 ||904567 |
|Profit/ (Loss) after tax ||2628446 ||624982 |
|Paid- up Share Capital ||24000000 ||24000000 |
|Reserves and Surplus ||241819311 ||239120800 |
To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2015-2016. The Board assures you to present a muchstrong financial statements in coming years.
The Paid up Equity Share Capital as on March 31 2016 was Rs. 40 Lacs andPreference Share Capital as on March 31 2016 was Rs. 2 Cr. During the year under reviewthe 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.
The Company has not accepted any fixed deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2015.
TRANSFER TO GENERAL RESERVES
As the company has not declared any dividend therefore the Company has not proposedto carry any sum to the General Reserves of the Company for the period underconsideration.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of the Business during the Financial Year ended 31stMarch 2016.
MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of the Companybetween 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 thereforedisclosures in this regards are not provided in this report.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES
The company has no subsidiaries joint venture companies so there is no requirement ofdescription of performance of Subsidiaries and Joint Venture companies.
A. Statutory Auditors
M/s V.N. Purohit & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company to hold the office till the conclusion of the Annual General Meeting to beheld in the calendar year 2018.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual generalMeeting. Accordingly the appointment of M/s V.N. Purohit & Co. chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders. Inthis regard the company has received a certificate from the auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013.
B. Auditors Report
It is NOT qualified by Statutory Auditors and the comments given in the AuditorsReport are self explanatory.
All Observations made in the Independent Auditors Report and Notes forming partof the Financial Statements are self explanatory and do not call for any further commentsunder section 197(12) of the Companies Act 2013.
C. Secretarial Auditor
Ms. Rachna Bhasin Practicing Company Secretary was appointed to conduct thesecretarial audit of the Company for the F.Y 2015-2016 as required under Section 204 ofthe Companies Act 2013 and Rules thereunder. The Secretarial audit Report for FY2015-2016 forms part of the annual report as Annexure I.
D. Internal Auditor
Mr. Deepak Kumar Das Company Secretary also performs the duties of internal auditorsof the company and his 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 ortribunals impacting the going concern status and Companys operations in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of annualreturn 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 lossunauthorized use for disposition of its assets. All the transactions are probablyauthorised recorded and reported to the Management. The Company is following allapplicable accounting standards for properly maintaining the books of accounts andreporting financial statements. The internal Auditor of the company checks and verifiesinternal control and monitors them in accordance with policy adopted by the company. TheCompany continues to ensure proper and adequate systems and procedures commensurate withits 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 Act2013 read with the Companies (Accounts) Rules 2015 and forming part of BoardsReport for the year ended March 31 2016 are given as below:
A. Conservation of Energy
The provision related conservation of energy does not apply to company therefore theinformation as required under the Companies (Accounts) Rules 2015 is not given. Howeverthe company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.
B. Technology Absorption
Your company has not imported any technology. However we believe and use informationtechnology 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.No. ||Parameters ||F.Y. 2015-2016 ||F.Y.2014-2015 |
|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.No. ||Particulars ||Year 2016 ||Year 2015 |
|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 theBoard of Directors has prepared a comprehensive framework of risk management forassessment of risks and to determine the responses to these risks so as to minimize theiradverse impact on the organization. The policy as approved by the Board of Directors isuploaded on Companys website.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Companies Act 2013 regarding Corporate Social Responsibility shallnot be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover notexceeding Rs. 1000 Cr or net profit not exceeding Rs. 5 Cr or more during any financialyear as on the last date of previous financial year. In this connection we wish toinform you that in respect of our company as on the last audited balance sheet as at March31 2016 neither the net worth exceeds Rs. 500 Cr nor turnover exceeds Rs. 1000 Cr nornet profit exceeding Rs. 5 Cr. Hence the provisions of Companies Act 2013 regardingCorporate Social Responsibility would not be applicable.
NUMBER OF MEETINGS OF THE BOARD
The Boards of Directors duly met twelve times during the Financial Year 2015-16 thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two board meetings was within the periodprescribed by the Companies Act 2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent directorsto maintain the independence of the board separate its function of Governance andManagement. As on March 31 2016 the Board consists of six members three of whom areexecutive and other three are non- executive. The Board periodically evaluates the needfor change in its composition and its size.
The policy of the company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the companies Act2013 adopted by the Board is appended as Annexure IV to the Boards Report. Weaffirm that remuneration paid to the directors is as per the terms laid out in theremuneration policy of the company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
Pursuant to SEBI (LODR) Regulations 2015 the Board shall monitor and review the Boardevaluation framework. The Companies Act 2013 states that a formal annual evaluation needsto be made by the board on its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated.
The evaluation of all the directors and the board as a whole was conducted based on thecriteria and frame work adopted by the Board. The Board approved the evaluation results ascollated 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. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors/ senior managerial personnel make presentations to the inducteesabout the Companys strategy operations product and service offerings marketssoftware delivery organization structure finance human resources technology qualityfacilities and risk management.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a director. The format of the letter of appointment is available on our website.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE
None of the directors are directly related to each other.
CHANGE IN DIRECTORS
During the year Mrs. Renu Bansal and Mrs. Seema Mangal have resigned from theDirectorship of the Company w.e.f April 30 2016 and Mr. Santosh Kumar Mrs. Shweta Guptaand Mr. Neeraj Kumar Singh have been appointed as Additional Directors of the Companyw.e.f April 30 2016.
DETAILS OF KEY MANAGERIAL PERSONNEL
The following 3 persons were formally appointed/ designated as Key Managerial Personnelof the Company in compliance with the provisions of Section 203 of the Companies Act2013.
1. Mr. Vinod Kumar Bansal Managing Director
2. Ms. Usha Sharma- Chief Financial Officer
3. Mr. Deepak Kumar Das- Company Secretary
COMMITTEES OF THE BOARD
Currently the Board has 3 Committees; the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee.
A detailed note on the Board and its committees is provided under the CorporateGovernance report section in this annual report. The Composition of committees andcompliances as per applicable provisions of the act and rules are as follows:
|Name of the Committee activities ||Composition of Committee ||Highlights of duties responsibilities and |
|Audit Committee ||Mr. Harshit Agarwal (Chairperson) ||1. All recommendations made by the audit committee during the year were accepted by the Board. |
| ||Mr. Santosh Kumar ||2. The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud violation of the Companys Code of Conduct and Ethics. The whistleblower policy is appended as annexure V to the Boards report. |
| ||Mrs. Radha Agarwal ||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. |
| ||Mr. Deepak Das (Company Secretary) || |
|Nomination and Remuneration Committee ||Mr. Harshit Agarwal (Chairperson) ||1. The Committee oversees and administers executive compensation operating under a written charter adopted by our Board of Directors. |
| ||Mr. Santosh Kumar || |
| ||Mrs. Radha Agarwal ||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 Boards report. |
|Stakeholders Relationship Committee ||Mr. Harshit Agarwal (Chairperson) ||1. The committee reviews and ensures redressal of Investor grievances. |
| ||Mr. Santosh Kumar || |
| ||Mrs. Radha Agarwal || |
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES
In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof audit Committee in appropriate and exceptional cases.
Accordingly whistle Blower policy has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the EthicsCounselor or the Chairman of the audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about irregularitieswithin 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 ofthe Board and all employees in the course of day to day business operations of thecompany. The Code has been placed on the Companys website www.pptinvetment.com TheCode lays down the standard procedure of business conduct which is expected to be followedby the directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186
Particulars of Loans and Guarantees are provided in the financial statements (pleaserefer the Note 11 to the financial Statements).
RELATED PARTY TRANSACTIONS
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered as material as defined under SEBI (LODR)Regulations 2015. In accordance with Accounting Standards -18 the Related PartiesTransaction are disclosed as an Annexure VI.
The disclosure of related party transactions as required under section 134(3)(h) of theCompanies Act 2013 in Form AOC - 2 is enclosed.
REPORT ON CORPORATE GOVERNANCE
A report on corporate governance is annexed herewith. As required by Regulation 17 to27 and 46 (2) (b) to (i) of the SEBI (LODR) Regulations 2015 the AuditorsCertification on Corporate Governance is enclosed to the Boards 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 employeesof the company are as follows:
The particulars of the employees who are covered by the provisions contained in Rule5(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 withremuneration policy adopted by the company.
In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employeesparticulars which is available for inspection by members at the registered office of thecompany during business hours on working days of the company up to the date of ensuingAnnual General Meeting. If any member is interested in inspecting the same such membermay write to the Chief Financial Officer in advance.
The Company has in place a Prevention of Sexual harassment policy in line with therequirements of the sexual harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.
During the Year 2015-2016 no complaints were received by the Company related to sexualharassment.
BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 is not applicable to ourCompany. Since no initiative with respect to environmental social etc has been taken.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provisions of Section 133 of the Companies Act 2013 and read with Rule7 of the Companies (Accounts) Rules 2015 the provisions of the Act (to the extentnotified) and guidelines issued by the Securities and Exchange Board of India (SEBI).There are no material departures from prescribed accounting standards in the adoption ofthese standards.
The directors confirm that:
In preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed.
The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period.
The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 andare operating effectively.
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the BSE Ltd (formerly Bombay StockExchange Ltd). The Company has already paid listing fees for the financial Year 2016-17 toBSE.
The statements forming part of the Boards Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.
The Board expresses its sincere gratitude to the shareholders bankers and clients fortheir continued support. The Board also wholeheartedly acknowledges with thanks thededicated 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 ||Santosh Kumar |
|Date: 28.05.2016 ||Managing Director ||Director |
| ||DIN: 00243709 ||DIN: 02994228 |