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P. H. Capital Ltd.

BSE: 500143 Sector: Financials
NSE: N.A. ISIN Code: INE160F01013
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NSE 05:30 | 01 Jan P. H. Capital Ltd
OPEN 12.35
PREVIOUS CLOSE 12.35
VOLUME 10
52-Week high 26.20
52-Week low 8.85
P/E
Mkt Cap.(Rs cr) 4
Buy Price 12.30
Buy Qty 2000.00
Sell Price 12.80
Sell Qty 126.00
OPEN 12.35
CLOSE 12.35
VOLUME 10
52-Week high 26.20
52-Week low 8.85
P/E
Mkt Cap.(Rs cr) 4
Buy Price 12.30
Buy Qty 2000.00
Sell Price 12.80
Sell Qty 126.00

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

Company director report

To

The Members

Your Directors have pleasure in presenting 46th Annual Report and theAudited Statement of Accounts of

your Company for the year ended 31st March 2019.

FINANCIAL RESULTS:

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

( Rs‘ in Lacs )

Year Ended Year Ended
31.03.2019 31.03.2018
Sales and other Income 5154.71 8819.46
Gross Profit / (Loss) for the year before Depreciation
Exceptional item & Taxation (27.69) 249.85
Depreciation 6.65 8.97
Profit / ( Loss ) Before Exceptional item & Taxation (34.34) 240.88
Provision for Taxation (net) 0 64.55
Deferred Tax 9.58 7.42
Other Comprehensive Income 0 0
Net Profit / ( Loss ) (43.92) 168.91

Operations

During the year under review the Company has recorded receipts of Rs. 5154.71 Lacs ascompared to Rs. 8819.46 Lacs in the previous year and net Loss of Rs. – 43.92 Lacsas compared to Profit of Rs. 168.91 Lacs in the previous year.

Dividend

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

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 2019 and the date of the

Directors' report.

Directorate

In terms of Sections 149 152 and all other applicable provisions of the Companies Act2013 for the purpose of determining the Directors liable to retire by rotation theIndependent Director is not included in the total number of Directors of the Company. Inaccordance with the Act and the Articles of Association of your Company Mr. Rikeen Dalal(DIN: 01723446) Director shall retire by rotation at the ensuing Annual General Meetingand being eligible has offered himself for re-appointment as a Director of the Company.

A brief profile of the Director liable to retire by rotation in accordance with Section152 of the Companies Act

2013 is annexed to the Notice.

During the year the following directors were appointed / have resigned:

• Mr. Mukesh Kumar Jain was appointed as Additional Independent Director w.e.f. 22ndJanuary 2019. .

• Ms. Sejal Dalal was appointed as "Non - Executive Women Director"w.e.f. 25th March 2019.

• Also during the year Mrs. Tej Dalal resigned as "Non-executive WomenDirector" w.e.f. 25th March 2019.

Board Evaluation

The Board has carried out an annual performance evaluation of the Directorsindividually including Independent Directors Board as a whole and of its variouscommittees on parameters such as skills knowledge participation in meetingscontribution towards Corporate Governance practices compliance with code of ethics etc.

The Independent Director has carried out a performance evaluation of non-independentDirectors Chairman of the Board and Board as a whole with respect to knowledge to performthe role time and level of participation performance of duties and level of oversightand professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

Meetings

During the year Eight Board Meetings were convened and held. The details thereof aregiven in the Corporate Governance Report.The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.

Key Managerial Personnel

The Key Managerial Personnel's (KMPs) of the Company in accordance with the provisionsof Section

2(51) and Section 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (including any statutory modification(s)or re-enactment(s) for the

time being in force) are as follows:

Sr. No. Name of KMPs Designation
1. Mr. Rikeen Dalal Whole-Time Director
2. Mr. Samir Desai Chief Financial Officer
3. Mr. Anand Singh Company Secretary

Declaration by Independent Directors

Necessary declarations have been obtained from the Independent Director under Section149 (6) of the Companies Act 2013 and Regulations 16(1)(b) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Subsidiary Joint Venture or Associate Companies

During the year no Company has become or ceased to be a subsidiary joint venture orassociate of the

Company.

Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year were on an arm's length basis and were in theordinary course of business. There are no materially significant transactions with therelated parties during the financial year which were in conflict with the interest of theCompany and hence enclosing of form AOC 2 is not required. Suitable disclosure as requiredby the Accounting Standard (AS-18) has been made in the notes to the Financial Statements.

Particulars of Loans Guarantees or 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.

Business Risk Management

The Company manages and monitors principal risks and uncertainties that can impactability of the Company to achieve its targets/ objectives. Timely reports are placedbefore the Board for considering various risks involved in the Company business/operations. The Board evaluates these reports and necessary / corrective actions are thenimplemented.

A brief report on risk evaluation and management is provided under Management'sDiscussion and

Analysis Report forming part of this Annual Report.

Internal Financial Controls

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.

Conservation of Energy Technology Absorption and Foreign Exchange Earning and 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 2018-19.

Corporate Social Responsibility (CSR)

During the year under review the Company has incurred a net loss of Rs. - 4391546/-as compared to net profit of Rs. 16890586 /- in the previous year. Accordingly theprovisions of the Companies Act 2013 and rules made there under ("the Act")forming of a Corporate Social Responsibility (CSR) Committee are not applicable to theCompany for the current financial year.

The company however has paid Rs. 25000 to Pushp Hari Foundation towards CorporateSocial Responsibility activity out of the unspent amounts for the previous financialyears during the year and has paid the remaining unspent amount of Rs. 988824 /- to theorganization involved in CSR Activities in the F.Y. 2019 – 20.

Directors' Responsibility Statement

The Directors would like to assure the Members that the financial statements for theyear under review conform in their entirety to the requirements of the Companies Act2013. The Directors confirm that:

a) the Annual Accounts have been prepared in conformity with the applicable AccountingStandards;

b) the Accounting Policies selected and applied on a consistent basis give a true andfair view of the affairs of the Company and of the profit for the financial year;

c) sufficient care has been taken that adequate accounting records have been maintainedfor safeguarding the assets of the Company; and for prevention and detection of fraud andother irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) the internal financial controls laid down in the Company were adequate and operatingeffectively;

f) the systems devised to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively.

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. The contactdetails of BSPL are mentioned in the Report on Corporate Governance. 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.

Fixed Deposit

Your Company has not accepted any deposit from the public during the year within themeaning of Section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

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 as AnnexureI and forms a part of this Report of the Directors.

Vigil Mechanism

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances offraud and mis -management if any and conducting business with integrity including inaccordance with all applicable laws and regulations.

Auditors

M/s. Sanjay Raja Jain & Co. Chartered Accountants (Firm RegistrationNo.120132W)were appointed as statutory auditors at the 44th Annual GeneralMeeting to hold the officeuntil the conclusion of the 49th Annual GeneralMeeting (subject to ratification of the appointment by the Members at every AnnualGeneral Meeting held after the 44th Annual General Meeting) on suchremuneration as may be fixed by the Board apart from reimbursement of out of pocketexpenses as may be incurred by them for the purpose of audit.

On May 7 2018 Section 40 of the Companies Amendment Act 2017 (amending Section 139of the Companies Act 2013) has been notified whereby ratification of Statutory Auditor'sappointment is not required at every Annual General Meeting. Accordingly resolution forratification of appointment of Statutory Auditors is not proposed.

Auditors' Report

The Auditors' Report to the shareholders does not contain any reservationqualification or adverse remark.

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 Mr. Dhirendra Maurya Practicing Company Secretary (C.P. No. 9594) to undertakethe Secretarial Audit of the Company. The Secretarial Audit report for the financial yearended 31st March 2019 is annexed herewith as ‘Annexure – II' to thisReport. The Secretarial Audit Report does not contain any reservation qualification oradverse remark.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure III.

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.

c) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

d) During the year under review there were no cases filed or reported pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

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.

Corporate Governance:

A detailed report on Corporate Governance forms part of this Annual Report. TheAuditors' Certificate on compliance with Corporate Governance requirements by the Companyis attached to the Report on Corporate Governance.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Rikeen P. Dalal Sejal R. Dalal
Director Director
DIN: 01723446 DIN: 01723369
Place: Mumbai
Date: 5th August 2019