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P. H. Capital Ltd.

BSE: 500143 Sector: Financials
NSE: N.A. ISIN Code: INE160F01013
BSE 15:36 | 14 Jun 26.45 0.55
(2.12%)
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NSE 05:30 | 01 Jan P. H. Capital Ltd
OPEN 26.45
PREVIOUS CLOSE 25.90
VOLUME 150
52-Week high 31.90
52-Week low 9.50
P/E 3.52
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.45
CLOSE 25.90
VOLUME 150
52-Week high 31.90
52-Week low 9.50
P/E 3.52
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

P. H. Capital Ltd. (PHCAPITAL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting 47th Annual Report and theAudited Financial Statements of your Company for the financial year ended 31stMarch 2020.

1. Financial Results

The salient features of the Company's working for the year under review are as under:

PARTICULARS FY 2019-2020 FY 2018-2019
Revenue from operations 590944746 515468818
Other Income 263 2675
Total Income (A) 590945009 515471493
Purchase of Stock in Trade 564221142 494960878
(Increase)/Decrease in Stock in Trade 44465455 12239180
Employee Benefit Expense 4222192 3822942
Other Expenses 4439985 4505643
Depreciation & Amortization 309642 665315
Finance Cost 3430875 2711439
Total Expenses (B) 621089291 518905397
Profit/Loss before Tax (A-B) (30144282) (3433904)
Tax Expenses 3428677 (957642)
Profit/Loss after Tax (26715605) (4391546)

2. Operations

During the year under review the Company has recorded receipts of Rs. 590945009 ascompared to Rs. 515471493 /- in the previous year and net Loss of Rs 26715605/- as compared to net Loss of Rs. 4391546 in the previous year.

3. Global health pandemic from COVID-19

The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices have been operating with minimal or no staff forextended periods of time. In keeping with its employee-safety first approach the Companyquickly instituted measures to trace all employees and be assured of their well-being. Ourteams reacted with speed and efficiency and quickly leveraged technology to shift theworkforce to an entirely new ‘work-from-home' model. Proactive preparations were donein our work locations during this transition to ensure our offices are safe.

4. Web Address of Annual Return

The Annual Return of the Company for the Financial Year 2018-19 referred in sub-section(3) of Section 92 has been placed on the Company's website viz. www.phcapital.in

5. Change in Nature of Business

There was no change in the nature of business of company during the financial year.

6. Dividend

In view of the net loss incurred during the year your Directors have decided not torecommend Dividend for the year.

7. Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31stMarch 2020 and the date of the Directors' Report.

8. Transfer to Reserves

The Company did not transfer any amount to the General Reserves.

9. Share Capital

The Paid up Share Capital as on 31st March 2019 was INR 30001000 comprising3000100 Equity Shares of Rs.10/- each. There were no changes in the share capital duringthe year.

10. Deposits

During the year the Company has not invited/accepted any deposits under Companies Act2013.

11. Subsidiary/Associate/ Joint Venture Companies

The Company does not have any Subsidiary/ Associates/ Joint Venture company.

12. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

At the board meeting that followed the meeting of the Nomination and RemunerationCommittee the performance of the Board its Committees and individual directors was alsodiscussed. Performance evaluation of Independent Directors was done by the entire Boardexcluding the independent director being evaluated.

13. Director & Key Managerial Personnel and any Change thereof:

The Board of Directors of the Company comprises 1 (one) Executive Director 1 (one)Non-executive Woman Director and 3 (three) Non– executive Independent Directors.

During the period under review Mr. Naveen Chaturvedi was appointed as an IndependentDirector on the Board of the Company for a period of two years with effect from August 52019 and his appointment was approved by the members at the 46th Annual GeneralMeeting. Mr. Rikeen Dalal ceased to be the Whole-time Director (WTD) of the Company witheffect from September 10 2019 he having conveyed his unwillingness to continue as WTD.Upon the request of the Board he was again appointed as the WTD with effect from November11 2019. Mr. Roshan I Jain was re-appointed as the Independent Director for another termof five year with effect from September 30 2019. Mr. Mukesh Kumar Jain was alsore-appointed as Independent Director for a further term of one year with effect fromJanuary 23 2020. The resolutions seeking approval of the shareholders for theappointment/re-appointment of Mr. Rikeen Dalal Mr Mukesh Kumar Jain Mr. Roshan I Jainand Ms. Sejal Rikeen Dalal are forming part of the Notice of ensuing Annual GeneralMeeting (AGM).

Ms. Sejal Rikeen Dalal retires by rotation and being eligible offers herself forre-appointment. A resolution seeking shareholders' approval for her re-appointment formspart of the Notice of AGM.

The brief details of Mr. Rikeen Dalal Mr Mukesh Kumar Jain Mr. Roshan I Jain andMs. Sejal Rikeen Dalal who are proposed to be appointed/re-appointed as required underSecretarial Standard 2 ("SS-2") and Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015 as amended (the "Listing Regulations") is beingprovided in the Notice convening the AGM of the Company.

Pursuant to the provisions of Section 149 of the Act the Independent Directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act.

During the year 2019-20 and till the approval of notice of Annual General Meeting theCompany has/ had the following Key Managerial Personnel:

(i) Mr. Rikeen Dalal. Whole-time Director

(ii) Mr. Samir Desai Chief Financial Officer

(iii) Mr. Ankit Agarwal Company Secretary (appointed with effect from 28thJanuary 2020)

(iv) Mr. Anand Singh Company Secretary (resigned with effect from 30thSeptember 2019)

(v) Mr. Anand Singh Company Secretary (appointed with effect from 5thAugust 2019)

(vi) Ms. Navrang Rathi Company Secretary (resigned with effect from 5th August2019)

14. Director's Responsibility Statement

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

i. In the preparation of the Annual Accounts for the year ended March 31 2020 theapplicable Accounting Standards have been 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 as at March 31 2020 and of the profit ofthe Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the 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 are operatingeffectively;

vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

15. Nomination Remuneration Policy

The Company has in place a Nomination Remuneration Policy for the Directors KMP andother employees pursuant to the provisions of the Act which is available on website of theCompany i.e. www.phcapital.in

16. Meetings

A. Board Meetings

The Board of Directors duly met Four (4) times during the financial year from 1stApril 2019 to 31st March 2020. The dates on which meetings were held are asfollows:

Date No. of Director Present No. of Director Absent
1 25.04.2019 4 0
2 05.08.2019 4 0
3 11.11.2019 5 0
4 28.01.2020 5 0

The periodicity between two Board Meetings was within the maximum time gap asprescribed under the Companies Act 2013.

The composition of the Board of Directors their attendance at Board Meetings and lastAnnual

General Meeting is as under:

Name of Director Designation Category

Number of Board Meetings during the year

Attendance of Last AGM
Held Present
Mr. Rikeen Dalal Chairman & Executive Director Whole Time Director (From 11.11.2019) 4 4 Yes
Ms. Sejal Dalal Women Director Non-Executive & Non-Independent 4 4 Yes
Mr. Roshan Jain Independent Director Non-Executive & Independent 4 4 Yes
Mr. Mukesh Jain Independent Director Non-Executive & Independent 4 4 No
Mr. Naveen Chaturvedi* Independent Director Non-Executive & Independent 2 2 No

* was appointed with effect from August 5 2019

B. Committee Meetings

(i) Audit Committee

The Audit Committee comprises three members out of which two including Chairman of theCommittee are Independent Director. During the Year Four (4) Audit Committee Meetings wereconvened and held.

Meetings of the Committee:

The Committee met four (4) times on 25.04.2019 05.08.2019 11.11.2019 and28.01.2020 during the financial year ended March 31 2020.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors

The Statutory Auditor Internal Auditor and Executive Directors/Chief Financial Officerare invited to the meeting as and when required.

The Composition of the Audit Committee and their attendance at the meeting:

Name of Members Category/ Designation

No. of Meetings

Held Attended
Mr. Roshan I. Jain Chairperson 4 4
Mr. Naveen Chaturvedi* Member 1 1
Mr. Rikeen Dalal Member 4 4
Mr. Mukesh Kumar Jain** Member 3 3

*was appointed with effect from November 11 2019 in the committee.

** was appointed upto November 11 2019 in the committee.

(ii) Nomination & Remuneration Committee

The Nomination & Remuneration Committee comprises four members out of which two areIndependent Director. During the Year Three (3) Nomination & Remuneration CommitteeMeetings were convened and held.

Meetings of the Committee:

The Committee met on 05.08.2019 11.11.2019 & 28.01.2020 during thefinancial year ended March 31 2020.

The Minutes of the Meetings of the Nomination & Remuneration Committee arediscussed and taken note by the board of directors.

The Composition of the Nomination & Remuneration Committee and their attendance atthe meeting:

Name of Members Category/ Designation

No. of Meetings

Held Attended
Mr. Roshan I. Jain Chairperson 3 3
(upto 05.08.2019)
Mr. Naveen Chaturvedi * Member 1 1
Mr. Rikeen Dalal Member 3 3
Mr. Mukesh Kumar Jain** Member 2 2
Ms. Sejal Dalal *** Chairperson (from 11.11.2019) 2 2

* was appointed with effect from November 11 2019 in the committee.

** was appointed upto November 11 2019 in the committee.

*** was appointed with effect from August 5 2019 in the committee.

(iii) Stakeholders Relationship Committee:

The Stakeholders' Relationship Committee comprises three members out of which twoincluding Chairman of the Committee are Independent Director. During the Year One (1)Stakeholders' Relationship Committee Meeting was convened and held.

Scope of the Committee:

The scope of the Shareholders Relation Committee is to review and address the grievanceof the shareholders in respect of share transfers transmission non-receipt of annualreport non-receipt of dividend etc. and other related activities. In addition TheCommittee also looks into matters which can facilitate better investor's services andrelations.

Meetings of the Committee:

The Committee met One (1) time on 28.01.2020 during the financial year endedMarch 31 2020.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors.

The Composition of the Stakeholders' Relationship Committee and their attendance at theMeeting:

Name of Members Category/ Designation

No. of Meetings

Held Attended
Mr. Roshan I. Jain Chairperson 1 1
Mr. Rikeen Dalal Member 1 1
Ms. Sejal Dalal Member 1 1

C. Shareholders Meeting:

There is only One (1) Share Holder Meeting (Annual General Meeting) held on Tuesday 10thSeptember 2019 at 4:00 P.M. at Chanceller Hall The National Sports Club of India LalaLajpat Rai Marg Worli Mumbai – 400 018.

17. Particulars of Loan Guarantees and Investments

During the year under review the Company has not granted any loans and givenguarantees covered under Section 186 of the Companies Act 2103. Details of Investmentsmade by the Company are given in the notes to the Financial Statements.

18. Internal Financial Control System

The Company has in place adequate systems and procedures for implementation ofinternal financial control across the organization which enables the Company to ensurethat these controls are operating effectively.

19. Details of establishment of Vigil Mechanism/Whistle Blower Policy

Pursuant to the provision of Section 177(9) &(10) of the Companies Act 2013 theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violation of the company's code of conduct or ethics policy.The Whistle Blower Policy is available on the website of the Company viz.www.phcapital.in.

20. Particulars of Contracts or Arrangements with Related Parties

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were on an arm's length basis and were in the ordinarycourse of business. There are no materially significant transactions with the relatedparties during the financial year which were in conflict with the interest of the Companyand hence enclosing of form AOC 2 is not required. Suitable disclosure as required by theAccounting Standard (AS-18) has been made in the notes to the Financial Statements.

21. Corporate Governance

Your Company is exempted under Regulation 15 (2) of SEBI (Listing Obligations andDisclosure Requirements] Regulations 2015 with respect to Corporate Governanceprovisions which shall not apply to listed entities having Paid up Equity share capitalnot exceeding Rs. 100000000 /- (Rupees Ten Crores) and Net worth not exceeding Rs.250000000 /- (Rupees Twenty Five Crores) as on the last day of previous financialyear.

22. Management Discussion and Analysis Report

The Management Discussion and Analysis Report is applicable to the company as per theRegulation 34 under SEBI (Listing Obligation and Disclosures Requirements) Regulation2015 and annexed herewith marked as Annexure A

23. Auditors

A. Statutory Auditor:

M/s. Sanjay Raja Jain & Co. Chartered Accountants (Firm Registration No.120132W)were appointed as statutory auditors at the 44th Annual General Meeting to holdthe office until the conclusion of the 49th Annual General Meeting (subject toratification of the appointment by the Members at every Annual General Meeting held afterthe 44th Annual General Meeting) on such remuneration as may be fixed by theBoard apart from reimbursement of out of pocket expenses as may be incurred by them forthe purpose of audit.

The Statutory Auditors have confirmed that they continue to fulfil the criteria underSection 139 of the Companies Act 2013 for appointment as the Statutory Auditors.

Statutory Auditor's Report:

The Statutory Auditors' Report does not contain any reservation qualification oradverse remark.

B. Secretarial Auditor

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 Mr. Dhirendra Maurya Practicing Company Secretary (C.P. No. 9594) to undertakethe Secretarial Audit of the Company.

Secretarial Auditor's Report:

The Secretarial Auditor's Report does not contain any reservation qualification oradverse remark.

Report in Form No. MR-3 is annexed herewith as Annexure B and forms part of theAnnual Report.

C. Internal Auditor

The Company has appointed Ms. Purvi Agarwal as an Internal Auditor of the Company forthe Financial Year 2019-20.

24. Maintenance of Cost Records

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company andaccordingly such accounts and records are not required to be made and maintained.

Also Cost Audit is not applicable to the Company.

25. Extract of the Annual Return

The Extract of the Annual Return for the financial year 2019-20 is being attached withthe Directors report in Form No. MGT-9 marked as Annexure C

26. Particulars of Employees

The Company does not have any employee covered under the provisions of Rule 5 (2) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andtherefore this information has not been furnished as part of this Report.

The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith asAnnexure D and forms a part of this Report of the Directors.

27. Health Safety and Environment Protection

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

28. Disclosure of Frauds in the Board's Report under Section 143 of the Companies Act2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2019-2020.

29. Compliance

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act 2013Listing Agreement executed with the Stock Exchange(s) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to time.

30. Secretarial Standards of ICSI

Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company follows the Secretarial Standards.

31. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-offduring the year 2019-20.

No of complaints received : NIL

No of complaints disposed of : NA

32. Development & Implementation of Risk Management Policy

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is continuously reviewed by Management of theCompany.

33. Significant & Material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company.

34. Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo

The Company does not own any manufacturing facility and hence the particulars relatingto conservation of energy and technology absorption as stipulated in the Companies(Accounts) Rules 2014 are not applicable. The Company has neither earned nor spent anyforeign exchange during the accounting year ended 2019-20.

35. Corporate Social Responsibility (CSR)

During the year under review the provisions of Section 135 of the Companies Act 2013and Rules made there under ("the Act") are not applicable to the Company sincethe criteria prescribed under the aforesaid section has not been applicable to the Companyfor three consecutive financial years. However during the year the Company has spent anamount of Rs. 1000000/- out of the unspent Corporate Social Responsibility("CSR") obligation for the previous financial years towards CSR activities bycontributing the said amount to All India Social Educational Trust for promotion ofeducation. The details as required under the Companies (Corporate Social Responsibility)Rules 2014 are given as under:

Sr. No. CSR Project or activity identified Sector in which the project is covered Project or programs (1) Local area or other (2) State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise (for the year) (in Rs.) Amount spent on the projects or programs sub heads during the year (in Rs.) Cumulative expenditure upto the reporting period (in Rs.) Amount spent Direct or through implement- ing agency
1 Education for under privileged students Promotion of education Ahmedabad Gujarat Rs. 1000000 Rs. 1000000 Rs. 1000000 Through Implement- ing Agency:
Contribution to All India Social Educational Trust

36. Share Registrar & Transfer Agent

The Company's Registrar & Transfer Agents for shares is Bigshare Service PrivateLimited (BSPL). BSPL is a SEBI registered Registrar & Transfer Agent. Investors arerequested to address their queries if any to BSPL; however in case of difficulties asalways they are welcome to contact the Company's Compliance Officer the contactparticulars of which are contained in the Annual Report.

37. General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

38. Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to theCompany's Bankers for their valuable support and the Shareholders for their unflinchingconfidence in the Company.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder reviews

.