Your Board of Directors has the pleasure in presenting the Thirty Second Annual Reporttogether with the Audited Financial Statements of your Company for the financial yearended 31st March 2016.
The highlights of performance of the Company for the financial year 2015-16 were asunder with comparative position of previous year's performance:-
|PARTICULARS || |
|Operating Income ||17515184 ||16648320 |
|Other Income ||- ||312729 |
|Total Income ||17515184 ||16961049 |
|Less: Total Expenses ||17016840 ||15368052 |
|Profit/(loss) before Depreciation & Taxes ||498344 ||1592997 |
|Less: Depreciation ||229352 ||681075 |
|Less: Current tax ||150000 ||482429 |
|Less: Deferred Tax ||28813 ||(49915) |
|Profit/(Loss) for the year ||90173 ||479408 |
The year 2015-16 was a year with excellent financial results as far as your Company isconcerned. The Gross Income for this period was Rs. 17515184 as against Rs. 1 6961049 in the year 2014-15. The Total Expenditure for the period was Rs. 17246192. TheCompany had posted a record profit after tax of Rs. 90179/- as against Rs. 4 79408 overthe previous year.
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.
The Company has not transferred any reserves to the special reserve.
CHANGES IN SHARE CAPITAL
During the year under review your company has not made any material changes in theshare capital of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at March 31 2016 in the prescribed form MGT 9 forms part of thisreport and is annexed as "Annexure - A".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met Eleven (11) times in the year 2015- 2016. The details of theBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
The Audit Committee met Eight (8) times in the year 2015 - 2016. The details of theAudit Committee and the attendance of its members are provided in the Corporate GovernanceReport.
NOMINATION AND REMUNERATION COMMITTEE?
The Nomination and Remuneration Committee met Four (4) times in the year 2015-2016. Thedetails of the Nomination and Remuneration Committee and the attendance of its members areprovided in the Corporate Governance Report.
SHAREHOLDER GRIEVANCE COMMITTEE
During the year Company has changed the name of the Committee as "StakeholderRelationship Committee" from "Shareholder Grievance Committee" in themeeting of the board of Directors held on November 13 2016.
The Stakeholder Relationship Committee met Four (4) times in the year 2015 - 2016. Thedetails of the Stakeholder Relationship Committee and the attendance of the members areprovided in the Corporate Governance Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no particular of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2015-16.
EXPLANATION OF AUDITOR'S REPORT
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes and commitments affecting the financial position of theCompany have occurred between April 1 2015 and the date on which this report has beensigned.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The Company being engaged in the industrial financing does not have any energyutilization or technology absorption. The Company during the year under consideration hasnot earned or spent any foreign exchange.
Your Company does not have any subsidiary / subsidiaries within the meaning of theCompanies Act 2013.
POLICIES OF THE COMPANY
Your Company has posted the following documents on its websitewww.pawansutholdings.com:
1. Code of Conduct
2. Whistle Blower Policy/ Vigil Mechanism Policy
3. Fair Practice Code as per RBI Norms.
4. Policy on criteria for determining materiality of events.
5. Preservation of Documents and Archival Policy.
6. Familiarisation Programmes for Independent Directors.
7. Enterprise Risk Management Policy.
8. Related Party Transaction Policy
9. Board Diversity.
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressingthem in ways that manage uncertainties minimize potential hazards and maximizeopportunities for the good of all our stakeholders including shareholders customerssuppliers regulators and employees. Risks can be broadly classified as StrategicOperational Financial and Legal/Regulatory.
In accordance with the requirements of the Companies Act 2013 and Regulation 17(9) ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 Company hasadopted risk management policy approved by Board of Directors and established a riskmanagement framework to identify mitigate and control the risk and threatens of risk.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
The current composition of the Board of Directors of your Company is as under:-
|SI. No. ||Name of Director ||Designation ||Date of Appointment |
|1. ||Mr. Laxman Singh Satyapal ||Chairman & Managing Director ||18/12/2000 |
|2. ||Mr. Pradeep Kumar Jindal ||Executive Director ||30/08/2006 |
|3. ||Mr. Rahul ||Additional Director ||12/11/2015 |
|4. ||Mr. Pawan Kumar Poddar ||Independent Director ||20/03/2011 |
|5 ||Ms. Seema Khandelwal ||Independent Director ||29/05/2014 |
A) Key Managerial Personnel
The Board appointed the below mentioned persons as the key managerial personnel of theCompany under section 203 of the Companies act 2013 are as follows:
|SI. No. ||Name of the Person ||Designation |
|1. ||Mr. Laxman Singh Satyapal ||Managing Director |
|2. ||Ms. Shweta Gupta ||Company Secretory |
|3. ||Mr. Vinit Kumar Sharma ||Chief Financial Office |
During the year under review Mr. Uttam Kumar Srivastava Director (DIN: 03372917)resigned from the post of Non Executive Independent Directorship and Committees in whichhe was serving as Chairman/Committee Member with effect from November 13 2015. The Boardplaced on its record its appreciation for the valuable services rendered by him.
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) of the Companies Act 2013 Mr.Pradeep Kumar Jindal (DIN 00049715) will retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for reappointment. The Boardrecommends their re-appointment.
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr. Rahul (DIN: 06873911) was appointed as Additional NonExecutive Director of the Company who shall hold office upto the date of ensuing AnnualGeneral Meeting of the Company. The Company has received notice in writing under Section160 of the Companies Act 2013 from members proposing appointment as Director. The Boardrecommends his appointment. Based on the confirmations received none of the Directors aredisqualified for appointment under Section 164(2) of Companies Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE
There is no order passed by any regulator or court or tribunal against the Companyimpacting the going concern concept or future operations of the Company.
INTERNAL CONTROL SYSTEMS
The Company's internal control systems are conducted by Ms. Veena Internal Auditor.The Internal Auditor independently evaluates the adequacy of internal controls and reviewsmajor transactions. The Internal Auditor report directly to the Audit Committee to ensurecomplete independence and the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Controls and Systems followed by the company.
Your Company did not accept any deposits from public in term of the provisions ofsection 73 of the Companies act 2013 and to this effect an undertaking is given to theReserve Bank of India.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited during December 2015.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the requirements of Listing Regulations. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationshipsdisclosed the following Non-Executive Directors are Independent in terms of Section149(6) of the Companies Act 2013 and the requirements of Listing Regulations :-
1. Mr. Rahul (DIN : 06873911)
2. Mr. Pawan Kumar Poddar (DIN : 02152971)
3. Ms. Seema Khandelwal (DIN : 00007351)
M/s. M. M. Goyal & Co. Chartered Accountants (Firm Registration Number 007198N)be and hereby appointed as Auditors of the Company in place of M/s. S. K. Singla &Associates Chartered Accountants (Firm Registration No. 005903N) from the conclusion ofthis Annual General Meeting until the conclusion of the 37 th Annual General Meeting. Thesaid appointment is subject to ratification by the members at every Annual General Meetingand they be paid a remuneration as may be determined by the Board of Directors.
The Company has received letters from the Auditor to the effect that the appointmentif made would be within the prescribed limits under Section 141(3)(g) of the CompaniesAct 2013 and that the Auditors are not disqualified for appointment.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder Mr. Prashanth Gupta Company Secretary in Practice (ACS; 37201 C P No.13958) Delhi has been appointed to conduct a Secretarial Audit of the Company'sSecretarial and related records for the year ended 31 March 2016. The Practicing CompanySecretary has submitted his Report on the secretarial audit conducted by him which isannexed to this Board's Report.
BOARD'S RESPONSE TO OBSERVATIONS IN SECRETARIAL AUDIT REPORT
The Board's responses to the qualifications and other observations are as follows.
The Secretarial Auditors (Auditors) have submitted their report in form No. MR 3 andqualified their opinion/observations in respect of the secretarial Audit conducted for thefinancial year 2015- 16 as under and the Board's responses are given against eachqualification/ observation as follows:
Board's Response: The Management has taken on record all the qualification of theauditor. The Company will due care of all the compliances so that such non compliance notrepeated in near future.
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation Framework. The Nomination andRemuneration Committee has laid down the criteria for performance evaluation of theindividual Directors and the Board. The framework of performance evaluation of theIndependent Directors captures the following points:
A) Key attributes of the Independent Directors that justify his / her extension /continuation on the Board of the Company;
B) Participation of the Directors in the Board proceedings and his / her effectiveness;
The evaluation was carried out by means of the replies given / observations made by allthe Independent Directors on the set of questions developed by them which brought out thekey attributes of the Directors quality of interactions among them and its effectiveness.
The Company already has put in place a policy prohibit managerial personnel from takingadverse personnel action employees disclosing in good faith alleged wrongful conduct onmatters of public concern involving violation of any law mismanagement misappropriationof public funds among others.
Employees aware of any alleged wrongful conduct are encouraged to make a disclosure tothe Audit Committee.
No personnel of the Company were denied access to the Audit Committee.
Your Company has maintained Vigil Mechanism and posted its Policy on websitewww.pawansutholdings.com
Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges a separate section titled Report on CorporateGovernance has been included in this Annual Report. Your Directors are pleased to reportthat as on March 31 2016 your Company is fully compliant with the SEBI Guidelines onCorporate Governance.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance Certificate from the Auditors or Practicing Company Secretariesregarding compliance of conditions of corporate governance as stipulated in Regulation34(3) and Schedule V (c) and (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed with the report.
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts for the full yearending March 2016 and your Company continues to comply with the directives issued as wellas the norms prescribed by Reserve Bank of India for NBFCs.
Your Company is complying with all the guidelines of the Reserve Bank of India for NonBanking Finance Company. In terms of Para 13 of the NBFC Regulations the particulars asapplicable to the Company are appended to the Balance Sheet.
NON-BANKING FINANCIAL COMPANIES AUDITORS? REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors' Report (Reserve Bank)Directions 1998 a report from the statutory auditors to the Board of Directors has beenreceived by the Company.
(A). The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as "Annexure -B" to this Report.
(B). The statement containing particulars of employees as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company. Copies of this statement may be obtained by themembers by writing to the Company Secretary.
(C) There are no employees employed throughout the financial year and in receipt ofremuneration of Rs. 60 lacs or more or employed for part of the year and in receipt ofRs. 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has only 9 women employees. So The Company does not fall in requirementsof the Sexual Harassment of Women at the Workplace (prevention prohibition &Redressal) Act 2013. No employees (permanent contractual temporary trainees) arecovered under this policy.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India annexed to this Directors' Reportprovides a more detailed review of the operating performance.
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13 2012 mandated the top 100listed entities based on market capitalization at BSE and NSE to include BusinessResponsibility Report (BRR) as part of the Annual Report describing the initiatives takenby the companies from Environmental Social and Governance perspective. Accordingly thiscircular is not applicable to our company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The Directors have 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 account of the company for that period.
iii) The Directors have taken proper and sufficient care for 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standardoperating procedures are available across all businesses and functions. These are reviewedperiodically at all levels. The Company's Internal Audit is conducted by Ms. VeenaInternal Auditor of the Company. The Internal Auditor independently evaluates the adequacyof internal controls and reviews major transactions. The Internal Auditor report directlyto the Audit Committee to ensure complete independence.
Your Directors thank Customers and all the Stakeholders for their continued support toyour Company's performance and growth. The Directors also wish to place on record theirsincere appreciation of the commitment and enthusiasm of all employees for theirsignificant role in the Company's growth till date.
| || ||For and on behalf of the Board of Directors |
| || ||For Pawansut Holdings Limited |
| ||Sd/- ||Sd/- |
| ||(Laxman Singh Satyapal) ||(Pradeep Kumar Jindal) |
|Place: Delhi ||Chairman & Managing Director ||Director |
|Date: 01.09.2016 ||Din No. : 00007258 ||Din No. : 00049715 |