Pansari Developers Ltd.
|BSE: 538381||Sector: Infrastructure|
|NSE: PANSARI||ISIN Code: INE697V01011|
|BSE 05:30 | 01 Jan||Pansari Developers Ltd|
|NSE 05:30 | 01 Jan||Pansari Developers Ltd|
|BSE: 538381||Sector: Infrastructure|
|NSE: PANSARI||ISIN Code: INE697V01011|
|BSE 05:30 | 01 Jan||Pansari Developers Ltd|
|NSE 05:30 | 01 Jan||Pansari Developers Ltd|
Pansari Developers Limited
(Formerly known as Pansari Developers Private Limited)
Your Directors have pleasure in presenting the Twenty First Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended March 31 2017.
1. FINANCIAL HIGHLIGHTS
Your Company's Financial Performance for the year under review is summarized below
(Amount in Rs. )
With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.
3. TRANSFER TO RESERVES
During the year under review no amount was transferred to the Reserves.
4. FINANCIAL HIGHLIGHTS AND OPERATION
The Key highlights pertaining to the business of the company for the year 2016-17 andperiod subsequent there to have been given hereunder:
The total revenue of the Company during the financial year 2016-17 was Rs.42208296.70
against the total revenue of Rs. 79030076.79 in the previous financial year2015-16.
The total expense of the Company during the financial year 2016-17 was Rs.26120865.24
against the expense of Rs. 46610640.07 in the previous financial year2015-16.
The Profit after tax is Rs. 12254886.78 for the financial year 2016-17 as compare to
Rs. 26357238.32 in the previous financial year 2015-16.
The Directors trust that the shareholders will find the performance of the company for
financial year 2016-17 to be satisfactory. The Earning per Share (EPS) of thecompany is 0.82 per share.
5. SHARE CAPITAL AND CHANGES
During F.Y. 2016-17 changes in the capital structure of Company are as follows.
a) Issue of Equity Shares with differential rights
Company had not issued any Equity Shares having differential rights during the year.
b) Issue of sweat equity shares
Company had not issued any Sweat Equity Shares rights during the year.
c) Issue of employee stock options
Company had not issued any employee stock options during the year.
d) Provisions of money by Company for purchase of its shares by employees or by
trustees for the benefit of employees
The Company does not have any provision of Money for purchase of its shares by
employees or by trustees for the benefit of Employees.
6. LISTING ON STOCK EXCHANGE
The members of the Company passed a special resolution in the Extra-ordinary GeneralMeeting of the members held on Monday the 25 day of July 2016 permitting the Company tobe admitted for trading of shares at National Stock Exchange SME Emerge Platform.Accordingly the shares of the Company listed on National Stock Exchange SME EmergePlatform on 18 October 2016.
7. MATERIAL CHANGES AND COMMITMENTS:
The authorized capital of the Company was increased from Rs. 27500000/- divided into
2750000 Equity Shares of Rs. 10/- each to Rs. 185000000/- divided into18500000 Equity Shares of Rs. 10/- each vide shareholders Resolution dated June 062016.
Company has allotted 10679000 Bonus Shares in the ratio of 5:1 to existingshareholders
by capitalization Rs. 10679000 from Reserve and surplus vide shareholderresolution dated June 06 2016.
Company was converted from Private Limited to Public Limited Company vide ??
shareholders Resolution dated June 06 2016 and further received the Certificate ofIncorporation dated July 21 2016 upon conversion to Public Limited Company.
We have passed a special resolution in shareholders meeting dated July 25 2016authorizing
the Board of Directors to raise funds by making an Initial Public Offering up toRs. 1200.00 Lacs.
8. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company. Transactions with related parties entered bythe Company in the normal course of business are periodically placed before the AuditCommittee for its omnibus approval and the particulars of contracts entered during theyear as per Form AOC-2 is annexed herewith and marked as Annexure "A".
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its relatedparties in compliance with the applicable provisions of the Companies Act 2013 the rulesmade thereunder and the Listing Agreement. This policy was considered and approved by theBoard and has been uploaded on the website of the Company at www.pansaridevelopers.com.
9. AUDITORS AND AUDITORS' REPORT a) Statutory Auditors
M/s. S. Bhalotia & Associates Chartered Accountants Kolkata Firm RegistrationNumber 325040E Re-appointed as Statutory Auditors of the Company to hold office until theconclusion of the upcoming Annual General Meeting subject to ratification of theappointment by the Members of the Company at every Annual General Meeting as per theprovisions of the Companies Act 2013.
In this regard the Company has received certificate from the Auditors to the effectthat if they are appointed it would be in accordance with the provisions of section 141 ofthe Companies Act 2013.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation undersection 134(3)(f) of the Companies Act 2013 from the Directors. Further the notes toaccounts referred to in the Auditor's Report are self-explanatory.
b) Secretarial auditor:
Mr. Prakash Shaw Practicing Company Secretary Kolkata was appointed as a SecretarialAuditor of the Company to conduct Secretarial Audit for the financial year 2016-17 asrequired under Section 204 of the Companies Act 2013 and Rules there under.
The Secretarial Audit Report for the financial year ended March 31 2017 is annexedherewith marked as Annexure "B" to this Report.
Secretarial Auditor's Report:
The Secretarial Audit Report for the financial year ended 31st March 2017 isself-explanatory and does not call for any further comments.
There is no qualification reservations or adverse remarks made by the Auditors.
c) Internal Auditor:
As per Section 138 of Companies Act 2013 every Listed Company is required to appointan Internal Auditor or a firm of Internal Auditors.
The Board of directors are pleased to confirm the appointment of M/s. Tekriwal &Associates as Internal Auditors of the company.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)
We have changed the designation of Mr. Mahesh Kumar Agarwal from Director to Chairman
& Managing Director in shareholders meeting dated July 25 2016 for a periodof five years w.e.f. July 25 2016.
We have appointed Mr. Ankit Agarwal on 6 June 2016 as a Director and changed his
designation from Director to Whole-time Director in shareholders meeting datedJuly 25 2016 for a period of five years w.e.f. July 25 2016.
We have appointed Mr. Manoj Agarwal as Non-Executive Independent Director inshareholders meeting dated July 25 2016 for a period of five years w.e.f. July 25 2016.
We have appointed Mrs. Kavita Jalan as Chief Financial Officer of the Companywith effect from August 01 2016.
We have appointed Mr. Debasish Bal and Mrs. Garima Agarwal as Non-Executive
Independent Director in shareholders meeting dated August 17 2016 for a periodof five years w.e.f. August 17 2016.
11. VIGIL MECHANISH/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) 2015 the Board has adopted VigilMechanism in the form of Whistle Blower Policy to deal with instances of fraud ormismanagement.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.
The Audit Committee in consultation with the Internal Auditor formulates the scopefunctioning periodicity and methodology for conducting the Internal Audit. Based on theInternal Audit Report and review by the Audit Committee process owners undertakenecessary actions in their respective areas.
The Board has also put in place requisite legal compliance framework to ensurecompliance of all the applicable laws and that such systems are adequate and operatingeffectively.
13. NOMINATION AND REMUNERATION POLICY
The Company follows Nomination and Remuneration Policy for Directors Key ManagerialPersonnel and Senior Management Personnel and other employees of the Company as approvedby the Board of Directors. The Nomination and Remuneration Policy is annexed herewith andmarked as Annexure "C".
14. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
15. MEETING OF THE BOARD OF DIRECTORS:
Your company has an optimum combination of Executive and Non-Executive Directors with60% of the Board of Directors comprising of Non-Executive Directors.
2 Promoter Executive Directors
3 Independent Non-Executive Directors
The Board of Directors of the Company met 20 times during the year on in respectof which proper notices were given and the proceedings were properly recorded signed andmaintained in the Minutes book kept by the Company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
*Appointed w.e.f 06.06.2016
**Resigned w.e.f 01.08.2016
***Appointed w.e.f 25.07.2016
****Appointed w.e.f 16.08.2016
No Director is related to any other Director except Mr. Mahesh Agarwal and Mr. AnkitAgarwal are relatives.
16. COMMITTEES AND THEIR MEETINGS
A. Audit Committee
The Audit Committee of the Company comprises of two Independent Non-ExecutiveDirectors and one Executive Director. All the members of the committee possess knowledgeof Corporate Finance Accounts Audit and Company Law. The Chairman of the Committee is anIndependent Non-Executive Director nominated by the Board. The Company Secretary acts asthe Secretary to the Committee.
Brief description of the Terms of Reference
Audit Committee of the Company inter-alia provides guidance to the Board on theadequacy of the internal control and financial disclosures. They also provide guidance toliaise with the Internal Auditors as well as the Statutory Auditors of the Company. Termsof reference of the Audit Committee include:
1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the Statutory Auditors and the fixation of audit fees;
3. Approval of payment of Statutory Auditors for any other services rendered by thestatutory auditors;
4. Reviewing with the management the quarterly half-yearly nine-months and annualfinancial statements standalone as well as consolidated before submission to the Boardfor approval;
5. Reviewing the Management Discussion and Analysis Report of the financial conditionand results of operations;
6. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:
Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report as per Section 134(3)(c) of the Companies Act 2013.
Changes if any in accounting policies and practices and reasons for the same
Major accounting entries involving estimates based on the exercise of judgmentby management.
Significant adjustments made in the financial statements arising out of auditfindings.
Compliance with listing and other legal requirements relating to financialstatements.
Disclosure of any related party transactions.
Qualifications in the draft audit report.
7. Review the financial statements of unlisted subsidiary companies (including jointventures) and investments made by the unlisted subsidiary companies (including jointventures).
8. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;
9. Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;
10. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;
11. Approval or any subsequent modification of transactions of the company with relatedparties;
12. Reviewing and Scrutinizing of inter-corporate loans and investments;
13. Evaluating the internal financial controls and risk management systems of theCompany;
14. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;
16. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
17. Discussion with internal auditors of any significant findings and follow up thereon;
18. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors if any;
19. Review and approve policy on materiality of related party transactions and alsodealing with related party transactions:
20. Review of the Whistle Blower mechanism of the Company as per the Whistle BlowerPolicy. Overseeing the functioning of the same;
21. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;
22. Any other matter referred to by the Board of Directors.
Meetings & Attendance
During the financial year ended March 31 2017 two Audit Committee Meetings were heldon 04.01.2017 and 29.03.2017. The attendance at the Committee Meetings is as under:
B. Nomination and Remuneration Committee
The Nomination and Remuneration Committee currently comprises of three Non-ExecutiveIndependent Directors i.e. Mr. Manoj Agarwal (Chairman) Mr. Debasish Bal (Member) andMrs. Garima Agarwal (Member).
Brief description of terms of reference
i) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;
ii) Formulation of criteria for evaluation of Independent Directors and the Board;
iii) Devising a policy on Board diversity;
iv) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.
Meetings & Attendance
As the Company was listed on 18 October 2016 no remuneration Committee meeting wasrequired to be held during the year.
C. Stakeholders' Relationship Committee
Stakeholders' Relationship Committee comprises of two Non-Executives IndependentDirectors and one Executive Director i.e. Mr. Manoj Agarwal (Chairman) Mr. Mahesh Agarwal(Member) and Mrs. Garima Agarwal (Member).
Brief Description of Terms of Reference
The Stakeholders' Relationship Committee inter-alia approves transfer/transmission ofshares issues of duplicate share certificates and reviews all matters connected withtransfer of securities of the Company.
Meetings & Attendance
As the Company was listed on 18 October 2016 no Stakeholders Committee meeting wasrequired to be held during the year.
D. Corporate Social Responsibility Committee
Corporate Social Responsibility Committee comprises of two Executives Directors andone Independent Director i.e. Mr. Mahesh Agarwal (Chairman) Mr. Ankit Agarwal (Member)and Mr. Manoj Agarwal (Member).
Brief Description of Terms of Reference
formulating and recommending to the Board the CSR Policy and activities to beundertaken by the Company;
recommending the amount of expenditure to be incurred on CSR activities of theCompany;
reviewing the performance of Company in the area of CSR;
providing external and independent oversight and guidance on the environmentaland social
impact of how the Company conducts its business; monitoring CSR Policy of theCompany from time to time;
monitoring the implementation of the CSR projects or programs or activitiesundertaken by the Company.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is annexed herewith and marked as Annexure"D".
18. BOARD EVALUATION
The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the Directors individually as well as theevaluations of its committees. As per schedule IV of the Companies Act 2013 theperformance evaluation of independent Directors shall be done by the entire Board ofDirectors excluding the Director being evaluated. The evaluation of all the Directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard.
19. CORPORATE SOCIAL RESPONSIBILITY
Your Board has constituted a Corporate Social Responsibility (CSR) Committee of theBoard under the Chairmanship of an Executive Director. Your Company has a CSR policy inplace which aims to ensure that your Company continues to operate its business in aneconomically socially and environmentally sustainable manner while recognizing theinterests of all its stakeholders.
During the year under review as part of its CSR activities your Company focused onpromotion of educational initiatives by supporting the schools near its area ofoperations.
20. MEETING OF INDEPEENDENT DIRECTORS
As the Company was listed on 18 October 2016 one meeting was held i.e. on 29 March2017.
21. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company has implemented anintegrated Risk Management Policy through which it reviews and assesses significant riskson a regular basis to help ensure that there is a robust system of risk controls andmitigation in place. Senior management periodically reviews this risk management frameworkto keep updated and address emerging challenges.
In the opinion of the Board at present there are no risks which threaten the existenceof the Company.
22. STATE OF COMPANY'S AFFAIRS
Detailed information on the operations of the Company business environment and futureexpectations are provided in the Management Discussion and Analysis Report which isannexed herewith and marked as Annexure "E".
23. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance withSection 129 of the Companies Act 2013 read with relevant Accounting Standards issued byThe Institute of Chartered Accountants of India and forms part of this Annual Report.
24. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is annexed herewith and marked as Annexure"F".
25. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There are no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report.
26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION & REDRESSAL) ACT 2013
As a good corporate citizen Pansari Developers Limited is committed to a genderfriendly workplace. It seeks to enhance equal opportunities for men and womenprevent/stop/redress sexual harassment at the workplace and institute good employmentpractices.
Pansari Developers Limited maintains an open door for reportees and encouragesemployees to report any harassment or other unwelcome and offensive conduct. The Companyhas constituted an Internal Complaint Committee (ICC) in pursuant to the provisions of theCompanies Act 2013 for prevention prohibition and redressal of complaints / grievanceson the Sexual harassment of women at work place. This policy is communicated to allemployees in an appropriate and meaningful manner.
The Company has neither accepted nor renewed any deposits during the Financial Year2016-2017 in terms of Chapter V of the Companies Act 2013.
28. PARTICULARS OF EMPLOYEES
None of the employee has received remuneration exceeding the limit as stated in Section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
29. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary or Joint Venture but the Company has investedin Papillion Developers LLP and in Unipon Purti Developers LLP as Partner at 50% sharingratio of profits and losses to be treated as Associates.
During the year the Board of Directors reviewed the affairs of its AssociateCompanies. In accordance with the Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Company's AssociateCompanies is annexed herewith and marked as Annexure "G" in theprescribed Form AOC-1.
30. LOANS GUARANTEES AND INVESTMENTS:
The details of Loans Guarantees & Investments covered under the provision ofSection 186 of the Companies Act 2013 during the period under review are provided inNotes which forms an integral part of this Annual Report
31. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to as per Sec 134 (5) of the Companies Act 2013 the Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;
e) the directors in the case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively;
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
32. GRATITUDE & ACKNOWLEDGEMENTS
The Board expresses its deep gratitude to clients business associates principalsbankers regulators exchanges depositories and shareholders for their valuablecontribution towards the progress of the Company. Your Directors particularly wish toplace on record their sincere appreciation of the best efforts put in by the employees atall levels but for which the Company could not have achieved what it did during the yearunder review.