TO THE MEMBERS
Your Directors take pleasure in presenting this 23rd (Twenty Third) Annual Reporttogether with the Audited Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS
The Financial Results of the Company during the Financial Year ended on 31st March2017 are as under:
|Particulars ||Financial Year ended |
| ||31st March 2017 ||31st March 2016 |
|Total Income ||803134100 ||747306171 |
|Total Expenditure ||791214190 ||737235578 |
|Profit Before Tax ||11919909 ||10070593 |
|Less: || || |
|Current Tax ||1126917 ||2902213 |
|Deferred Tax ||(444254) ||46353 |
|Profit after Tax for the Year ||11237246 ||7122027 |
|Add: Balance brought forward from previous Year ||6000000 ||6000000 |
|Surplus available for appropriation ||47961749 ||36724503 |
|Balance Surplus carried to Balance Sheet ||64095984 ||52858738 |
2. Results of Operations and the State of Companys Affairs/ Material Changes
During the year 2016-17 your Company recorded profit before tax of Rs. 11919909/-(previous year Rs. 10070593/-). The Profit after tax for the year has come out to be Rs.11237246/- as compared to Rs.7122027/- in year 2016.
The Board of Directors does not recommend any Dividend for the Financial Year 2016-17.
During the year under review your Company has not transferred any amount to GeneralReserves. While an amount of Rs. 64095984/- has been transferred to Reserve andSurplus.
5. SHARE CAPITAL
The Paid-up Equity Share Capital as on March 31 2017 was Rs. 51 030 000/-.During the year under review the Company has not issued any further Share Capital.
Cash and cash equivalent as at March 31 2017 was Rs. 14503921 /-. The Companycontinues to focus on judicious management of its working capital.
The Company has not accepted any Public Deposits during the Financial Year ended 31stMarch 2017 and your Board of Directors have also passed the necessary Resolution fornon-acceptance of any Public Deposits during the Financial Year 2016-17.
The Company has also complied with the applicable provisions of "Non-BankingFinancial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2007" and "Non-Systemically Important Non-Banking Financial(Non-Deposit Accepting or Holding) companies Prudential Norms (Reserve Bank) Directions2015".
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review your Company has not given any Loans Guarantees or madeany Investments covered under the provisions of Section 186 of the Companies Act 2013(the Act).
8. DIRECTORS & KEY MANAGERIAL PERSONNEL CHANGE IN DIRECTORS AND KEYMANAGERIAL PERSONNEL
Pursuant to Section 152 of the Companies Act 2013 (the Act) Mr. Praveen Bhatia (DIN:00147498) shall retire by rotation at the ensuing 23rd Annual General Meeting and beingeligible offer himself for reappointment.
The Board of Directors of the Company recommends the re-appointment of Mr. PraveenBhatia (DIN: 00147498) who is liable to retire by rotation and being eligible offershimself for reappointment.
8.1 BOARD EVALUATION
Pursuant to the provisions of Section 134 and 178 of the Companies Act 2013 andRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has devised a mechanism for evaluating the performance of IndependentDirectors Board Committees and other individual Directors. The board has also laid downa Code of Conduct for all members of board of directors and senior management. On thebasis of the said mechanism the Board has evaluated the performance of Committees ofBoard individual directors and Board as a whole.
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and Mechanism adopted by the Board as devised by the Nomination and RemunerationCommittee during the last year. The Board approved the evaluation results as collated bythe nomination and remuneration committee.
The Independent Directors in their separate meeting which was later noted by Board ofDirectors evaluated the performance of Non-Independent Directors and performance of theBoard as a whole.
8.2 DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the Section149(6) of Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
8.3 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the period under review Ten Meetings of Board of Directors were held on April09 2016; May 30 2016; June 27 2016; July 15 2016; August 12 2016; August 27 2016;November 03 2016; December 28 2016; January 13 2017; March 212017. The gap betweenany two Board Meetings did not exceed 120 days.
As per the provisions of Section 149 of the Companies Act 2013 (the Act) read withSchedule IV (Code for Independent Directors) the Company is required to hold at least onemeeting in year without the attendance of Non-Independent Directors and Members of theManagement.
During the year one Meeting was held on March 31 2017 under the Chairmanship of Mr.Anil Lakhani Independent Director.
8.4 FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS
The Board members are provided with necessary documents/articles reports and internalpolicies to enable them to familiarize with the Companys procedures and practices tounderstand its business in depth and contribute to the Company.
The policy on familiarization programmes for Independent Directors are posted on thewebsite of the Company and can be accessed at www.provestment.net.
9. BUSINESS RISK MANAGEMENT
The Company has process in place to identify and assess business risks andopportunities in the form of a Risk Assessment Policy. The main objective of this Policyis to ensure sustainable business growth with stability and to promote a pro-activeapproach in reporting evaluating and resolving risks associated with the business.
10. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report (MDAR) for the year under review asstipulated under Regulation 34 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.
11. VISION OF THE BOARD
We strongly believe that there are significant opportunities to further expand anddiversify our business in the present business environment. To leverage on theseopportunities we intend to strengthen our Client base by establishing around 50 foreignexchange branches in India. In order to further increase our competitiveness in themarket we intend to enter into joint ventures or strategic alliances with other companiesfor diversification in the Packaging Healthcare and/or other sectors.
12. LISTING AT BOMBAY STOCK EXCHANGE
The Company has obtained In-Principal approval dated 17th August 2017 for DirectListing and permission on BSE main Board for its 5103000 Equity Shares of Rs. 10/ eachto be Traded on the Bombay Stock Exchange (BSE).
13. COMMITTEES OF THE BOARD
A) Audit Committee: The Composition of the Committee is as per the followingparticulars:
|S. No. Name of the Member ||Category |
|1. Mr. Anil Lakhani ||Non Executive & Independent Director |
|2. Mrs. Anjali Khurana ||Non Executive & Independent Director |
|3. Mr. Vinod Ralhan ||Non- Executive Professional Director |
All the recommendations made by the Audit Committee have been accepted by the Board.
B) Nomination & Remuneration Committee: The Composition of the Committee is asper the following particulars :
|S. No. Name ||Category |
|1 Mr. Anil Lakhani ||Non Executive & Independent Director |
|2 Mrs. Anjali Khurana ||Non Executive & Independent Director |
|3 Mr. Vinod Ralhan ||Non- Executive Professional Director |
Nomination and Remuneration Committee has been diligently following the policyformulated for appointment and remuneration of the directors key managerial personnel andother employees. The said Policy is attached herewith as Annexure I.
C) Stakeholders Relationship Committee: The Composition of the Committee is as perthe following particulars:
|S. No. Name ||Category |
|1 Mr. Vinod Ralhan ||Non-Executive Professional Director |
|2 Mr. Anil Lakhani ||Non Executive & Independent Director |
|3 Mrs. Anjali Khurana ||Non Executive & Independent Director |
14. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March2017. As such the company is not required to consolidate its account with any othercompany.
As per the Companies (Accounts) Rules 2014 the Company is not required to consolidateits Financial Results with the Associate Companies for the Financial Year ended March 312017.
15. AUDITORS & AUDITORS REPORT
15.1 STATUTORY AUDITORS
M/s Ahuja Arun & Co. (FRN: 012985N) Chartered Accountants the Statutory Auditorsof the Company holds the office until the conclusion of 23rd Annual General Meeting (AGM).As per Companies Act 2013 the auditor has completed his term and is not be eligible forre-appointment as auditor.
M/s SRP & COMPANY (FRN 014207N being eligible are recommended and appointed asStatutory Auditors of the Company for 5 years from the conclusion of 23rd AGM till theconclusion of 28th AGM to be held in the year 2022 subject to ratification at every AnnualGeneral Meeting.
The Company has received a Certificate from M/s SRP & COMPANY (FRN 014207N) to theeffect that their appointment if made would be as per the requirements specified underSection 141 of the Act and the Rules framed there under for reappointment as Auditors ofthe Company. As required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Notes on Accounts read with the Auditors Reports are self-explanatory andtherefore do not call for any further comments or explanations. The StatutoryAuditors Report does not contain any qualification reservation or adverse remark.
15.2 SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. M B & Co. Company Secretaries a firm of Company Secretaries inPractice to conduct the Secretarial Audit of the Company for the Financial Year 2016-17.The Report of the Secretarial Audit Report is annexed herewith as "Annexure II".
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Provisions relating to disclosure of particulars with respect to Conservation of Energyare not applicable on the Company and it has no information to be published regardingTechnology Absorption. The Company has not carried on during the period under report anyactivity relating to exports and has not used or earned any foreign exchange.
17. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting Financial Statements.
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Act with regard to Corporate SocialResponsibility (CSR) are at present not applicable on the Company.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to provision of section 177 of the Act and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has establishedWhistle Blower Policy/Vigil Mechanism for directors and employees to report their genuineconcerns. The Whistle Blower Policy/Vigil Mechanism is available at the website of theCompany www. provestment.net
20. CORPORATE GOVERNANCE
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate section on corporate governance practices followed by the Company together witha certificate from the Practicing Company Secretary confirming compliance forms anintegral part of this Report attached at Annexure III.
21. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into by the Company during thefinancial year were on an Arms Length Basis and were in the ordinary course ofbusiness. There are no material significant related party transactions made by the Companywith Promoters Directors and Key Managerial Personnel which may have a potential conflictwith the interest of the Company at large. The policy on Related Party Transactions isavailable at the website of the Company i.e. www.provestment.net. The details of RelatedParty Transactions have been provided in Form AOC -2 marked as Annexure IV.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.
23. PARTICULARS OF EMPLOYEES
The Company has no employee in respect of whom the statement under Section 197 of theAct is required to be furnished. Other details as per Section 197 of the Act are attachedherewith as Annexure V.
24. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Act that:
(a) in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) 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 2016-17 and of the Profit and Loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
25. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure VI.
The Directors acknowledge with appreciation the co-operation and assistance receivedfrom the Government Banks Authorities and other Business Constituents and arcade duringthe year. The Directors wish to place on record their appreciation of the contributionmade by employees customers and suppliers for their continuous support given by them tothe Company at all levels during the period under report. The enthusiasm and unstintingefforts of the employees have enabled the Company to remain at growing path.
Your Board of Directors also takes this opportunity to convey their gratitude andsincere thanks for the co-operation & assistance received from the shareholders. TheBoard acknowledges your confidence and continued support and looks forward for the same infuture as well.
| || ||On behalf of the Board of Directors |
| || ||For PROVESTMENT SERVICES LIMITED |
|Sd/- ||Sd/- ||Sd/- |
|(Deepika Rajput) ||(Anil Lakhani) ||(Praveen Bhatia) |
|Company Secretary ||Director ||Director |
|(PAN: AMUPD4639A) ||(DIN: 00450542) ||(DIN: 00147498) |
|(Add: H No. 200 3rd Floor ||(Add: A-16/1 Rishi Apartment ||(Add: W-12/30 |
|Bhai Parmanand Colony ||282/1 Saket Meerut ||DLF-3 Gurgaon |
|East Delhi-110009) ||U.P-250001) ||Haryana-122001) |
|Place: New Delhi || || |
|Date: 25.08.2017 || || |