To the Members
The Board of Directors ("Board") of P H Capital Limited ("TheCompany") are pleased to present the 48th Annual Report and the AuditedFinancial Statements for the Financial Year ("FY") ended March 31 2021.
1. Financial Results
The salient features of the Company's working for the year ended March 31 2021 are asunder:
|PARTICULARS ||FY 2020-2021 ||FY 2019-2020 |
|Revenue ||482927711 ||590944746 |
|Other Income ||647 ||263 |
|Total Income (A) ||482928358 ||590945009 |
|Purchase of Stock in Trade ||445834300 ||564221142 |
|(Increase)/Decrease in Stock in Trade ||-129367120 ||44465455 |
|Employee Benefit Expense ||4304001 ||4222192 |
|Other Expenses ||3086388 ||4439985 |
|Depreciation & Amortization ||335811 ||309642 |
|Finance Cost ||1339928 ||3430875 |
|Total Expenses (B) ||325533308 ||621089291 |
|Profit/Loss before Tax (A-B) ||157395050 ||(30144282) |
|Tax Expenses ||54431743 ||3428677 |
|Profit/Loss after Tax ||102963307 ||(26715605) |
During the FY ended March 31 2021 the Company has recorded total revenue of Rs.482928358/- as compared to Rs. 590945009/- for FY ended March 31 2020 and netprofit of Rs. 102963307/- as compared to net Loss of Rs. 26715605/- for FY endedMarch 31 2020.
3. Global health pandemic from COVID-19
Consequent to the outbreak of the COVID-19 pandemic the Indian Government announced alockdown in March 2020. Subsequently the national lockdown was lifted by the Government.With the second wave which has seen sudden increase in the number of cases regionallockdowns continue. The Company continued its operations by strictly adhering to theminimal staff strength requirement and maintaining social distance and adhering to otherprecautions as per the Government directions.
The impact of COVID-19 including changes in customer behavior and pandemic fear aswell as restrictions on business and individual activities has led to significantvolatility in global and Indian financial markets.
All operations and services of the clients were smoothly ensured without anyinterruptions of the activities as trading settlement Stock Exchanges and Depositoryfunctions are fully-automated and seamless. The Company had been operating in the normalcourse and there have been no adverse impact on the revenues or operational parametersduring the FY ended March 31 2021.
Web Address of Annual Return
The draft of the Annual Return of the Company for the Financial Year 2020-21 referredin sub-section (3) of Section 92 has been placed on the Company's website viz.www.phcapital.in
4. Change in Nature of Business
There was no change in the nature of business of company during the FY ended March 312021.
In order to conserve the resources of the Company and considering the Business Plan ofthe Company the Board have not recommended any dividend on the Equity Shares of theCompany for the FY ended March 31 2021.
6. Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of theCompany which have occurred between March 31 2021 and the date of the Directors Report.
7. Transfer to Reserves
The Company did not transfer any amount to the General Reserves.
8. Share Capital
The Authorised Share Capital of the Company is Rs. 40000000/-. The IssuedSubscribed and Paid- up Equity Share Capital of the Company as on March 31 2021 was Rs.30001000/- comprising 3000100 Equity Shares of Rs.10/- each. There were no changes inthe share capital during the year.
The Company did not hold any public deposits at the beginning of the year nor has itaccepted any public deposits during FY 2020-21.
10. Subsidiary/Associate/ Joint Venture Companies
The Company does not have any Subsidiary / Associates / Joint Venture company.
11. Board Evaluation
The Board of the Company has carried out an annual evaluation of its own performanceand of the individual Directors as well as an evaluation of the working of all theCommittees of the Board pursuant to the provisions of the Act.
The performance evaluation was carried out by seeking inputs from all the Directors /Members of the Committee as the case may be. The criteria for evaluation of the Board asa whole covered parameters such as Structure of the Board Meetings of the BoardFunctions of the Board and Board & Management. The criteria for evaluation ofIndividual Directors covered parameters such as knowledge and competency fulfilment offunctions ability to function as a team etc. on the basis of criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc.
The Independent Directors has reviewed the performance evaluation of Non-IndependentDirectors Chairman of the Board and Board as a whole for the FY 2020-21.
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 such as participation on the issues to bediscussed significant and beneficial contribution and responses in meetings etc.
The meeting of Board which was held after the meeting of Nomination and RemunerationCommittee the performance of the Board its Committees and an individual directors wasalso discussed. The performance evaluation of an Independent Directors was done by theentire Board excluding an Independent Director who was being evaluated.
12. Director & Key Managerial Personnel and any Change thereof:
The Board of Directors of the Company comprises of 1 (one) Executive Director 1 (one)Non-Executive Woman Director and 2 (two) Non - Executive Independent Directors.
During FY 2020-21 Mr. Mukesh Kumar Jain ceased to be a Director of the Company witheffect from
January 22 2021 upon completion of his term. Mr. Mukesh Kumar Jain was appointed as anIndependent Director of the Company for second consecutive term on November 11 2019 for aperiod of one year which expired on January 22 2021.
The Company has received declarations from the Independent Directors viz. Mr. RoshanJain and Mr. Naveen Chaturvedi stating that they meet the criteria of independence asprovided in Section 149(6) of the Act.
Mrs. Sejal Rikeen Dalal was re-appointed as an Additional Non-Executive Woman Directoron the Board of the Company with effect from March 26 2021 subject to the approval ofthe Members of the Company at the ensuing Annual General Meeting.
During FY 2020-21 Mr. Ankit Agarwal ceased to be the Company Secretary and ComplianceOfficer as also the Key Managerial Personnel of the Company with effect from July 092021 consequent to his resignation from the services of the Company. Mr. Saurabh wasappointed as the Company Secretary and Compliance Officer of the Company with effect fromJuly 09 2021.
Mr. Naveen Chaturvedi was re-appointed as an Independent Director of the Company for asecond term of five years with effect from August 6 2021 subject to the approval of theMembers of the Company at the ensuing Annual General Meeting.
The resolutions seeking approval of the Members for the re-appointment of DirectorsMrs. Sejal Rikeen Dalal and Mr. Naveen Chaturvedi are forming part of the Notice ofensuing Annual General Meeting
Mr. Rikeen Dalal who retires by rotation and being eligible offers himself forre-appointment. A resolution seeking member's approval for his re-appointment forms partof the Notice of Annual General Meeting.
During the FY 2020-2021 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 (cease to be Company Secretary with effectfrom July 09 2021)
iv. Mr. Saurabh Company Secretary (with effect from July 09 2021)
13. 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 2021 theapplicable Accounting Standards have been followed;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the year ended on that date;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a 'going concern' basis;
v they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
A. Board Meetings
The Board duly met for Five (5) times during the FY 2020-21 i.e from April 01 2020 toMarch 312021.
The dates on which meetings were held are as follows:
|S. No Date ||No. of Director Present ||No. of Director Absent |
|1 30.06.2020 ||3 ||2 |
|2 21.08.2020 ||3 ||2 |
|3 07.11.2020 ||5 ||0 |
|4 10.02.2021 ||4 ||0 |
|5 26.03.2021 ||3 ||0 |
The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/ 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 ||5 ||5 ||Yes |
|Ms. Sejal Dalal ||Women Director ||Non-Executive & Non-Independent ||5 ||4 ||Yes |
|Mr. Roshan Jain ||Independent Director ||Non-Executive & Independent ||5 ||3 ||Yes |
|Mr. Mukesh Jain* ||Independent Director ||Non-Executive & Independent (upto January 22 2021) ||5 ||1 ||Yes |
|Mr. Naveen Chaturvedi ||Independent Director ||Non-Executive & Independent ||5 ||5 ||Yes |
* Mr. Mukesh Jain ceased to be a Director of the Company with effect from January 222021.
B. Committee Meetings
(i) Audit Committee
The Audit Committee comprises of three members out of which two Members including theChairman of the Committee are Independent Directors. During the FY 2020-21 Four (4) AuditCommittee Meetings were convened and held.
Meetings of the Committee:
During FY 2020-21 four (4) meetings of the Audit Committee was held on the followingdates: 30.06.2020 21.08.2020 07.11.2020 and 10.02.2021.
The Minutes of the Meetings of the Audit Committee were discussed and taken on note bythe Board at their Meeting.
The Statutory Auditors Internal Auditors and Executive Directors/Chief FinancialOfficer were invited to the meeting as and when required.
The Company Secretary of the Company is the Secretary of the Audit Committee.
The Composition of the Audit Committee and the attendance of its Members at the meetingare as under:
|Name of Members ||Category/ Designation ||No. of Meetings |
| || ||Held ||Attended |
|Mr. Roshan I. Jain ||Chairperson ||4 ||2 |
|Mr. Naveen Chaturvedi ||Member ||4 ||4 |
|Mr. Rikeen Dalal ||Member ||4 ||4 |
(ii) Nomination & Remuneration Committee
The Nomination & Remuneration Committee comprises of four members out of which twomembers are Independent Directors. During the FY 2020-21 One (1) Nomination &Remuneration Committee Meetings were convened and held.
Meetings of the Committee:
During FY 2020-21 one (1) meeting of the Nomination & Remuneration Committee washeld on the following date: 26.03.2021.
The Minutes of the Meeting of the Nomination & Remuneration Committee werediscussed and taken on note by the Board at their Meeting.
The Composition of the Nomination & Remuneration Committee and the attendance oftheir Members at the meeting:
|Name of Members ||Category/ Designation ||No. of Meetings |
| || ||Held ||Attended |
|Mrs. Sejal Dalal ||Chairperson ||1 ||0 |
|Mr. Roshan I. Jain ||Member ||1 ||1 |
|Mr. Naveen Chaturvedi ||Member ||1 ||1 |
|Mr. Rikeen Dalal ||Member ||1 ||1 |
(iii) Stakeholders Relationship Committee:
The Stakeholders' Relationship Committee comprises of three members out of which twomembers including Chairman of the Committee are Independent Directors. During the FY2020-21 Two (2) Stakeholders' Relationship Committee Meeting was convened and held.
Scope of the Committee:
The scope of the Shareholders Relationship Committee is to review and address thegrievance of the shareholders in respect of share transfers transmission non-receipt ofannual report non-receipt of dividend etc and other related activities. In addition theShareholders Relationship Committee also looks into matters which can facilitate betterinvestor's services and relations.
Meetings of the Committee:
During FY 2020-21 three (3) meeting of the Stakeholders' Relationship Committee washeld on the following dates: 30.06.2020 21.08.2020 and 07.11.2020.
The Minutes of the Meetings of the Stakeholders' Relationship Committee were discussedand taken on note by the Board at their Meeting.
The Company Secretary of the Company is the Secretary of the Shareholders RelationshipCommittee
The Composition of the Stakeholders' Relationship Committee and the attendance of theMembers at the Meeting:
|Name of Members ||Category/ Designation ||No. of Meetings |
| || ||Held ||Attended |
|Mr. Roshan I. Jain ||Chairperson ||3 ||1 |
|Mr. Rikeen Dalal ||Member ||3 ||3 |
|Ms. Sejal Dalal ||Member ||3 ||3 |
C. Shareholders Meeting:
There was only One (1) Shareholders Meeting held during the FY 2020-21. The AnnualGeneral Meeting of the Company was held on Wednesday 30th September 2020 at3:00 P.M. through video conference/other audio visual mode for which the registered officeof the company situated at 5-D kakad house 5th floor a-wing opp. liberty cinema newmarine lines Mumbai - 400020 shall be deemed as the venue for the meeting.
15. Particulars of Loan Guarantees and Investments
During the FY 2020-21 the Company had not granted any loan provided any guaranteesand made investments covered under Section 186 of the Act and rules thereunder. Thedetails of the investments made by the Company are given in the notes annexed to theFinancial Statements.
16. 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 the controls are operating effectively.
17. Details of establishment of Vigil Mechanism/Whistle Blower Policy
Pursuant to the provision of Section 177(9)&(10) of the Act the Company hasformulated a Whistle Blower Policy to establish a vigil mechanism for its Directors andemployees to report their concerns or grievances about unethical behaviour actual orsuspected fraud or violation of the company's code of conduct or ethics policy. Theinformation regarding the mechanism and the channels for reporting concerns arecommunicated to the relevant stakeholders. The Vigil Mechanism Whistle Blower Policy areavailable on the website of the Company viz. www.phcapital.in
18. Particulars of Contracts or Arrangements with Related Parties
All the transactions entered into with Related Parties as defined under the Act duringthe FY 2020-21 were on an arm's length basis and were in the ordinary course of business.There were no materially significant transactions with the related parties during the FY2020-21 which were in conflict with the interest of the Company and hence form AOC-2 isnot enclosed. The suitable disclosure required to be disclosed as per Accounting Standard(AS-18) has been made in the notes to the Financial Statements.
19. Corporate Governance
The 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.
20. Management Discussion and Analysis Report
In compliance with Regulation 34 of SEBI (Listing Obligation and DisclosuresRequirements) Regulation 2015 the Management Discussion and Analysis Report is annexedas Annexure A.
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 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.
Pursuant to amendment notified by Ministry of Corporate Affairs in Section 40 of theCompanies Amendment Act 2017 thereby amending Section 139 of the Act ratification ofStatutory Auditor's appointment is not required at every Annual General Meeting.Accordingly resolution for ratification of appointment of Statutory Auditors is notproposed.
Statutory Auditor's Report:
There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditors in their Report on the Financial Statements of the Company for FY 2020-21.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed Mr. DhirendraMaurya Practicing Company Secretary (C.P. No. 9594) to undertake the Secretarial Audit ofthe Company for FY 2020-21.
Secretarial Auditor's Report:
The Secretarial Audit Report in the prescribed Form No. MR-3 is annexed as AnnexureB. There are no qualifications reservations or adverse remarks or disclaimers made by Mr.Dhirendra Maurya in the Secretarial Audit Report on the Secretarial and other relatedrecords of the Company for FY 202021
C. Internal Auditor
The Company had appointed Ms. Purvi Agarwal as an Internal Auditor of the Company forthe FY 202021.
22. Maintenance of Cost Records
Maintenance of Cost Audit Records as specified by the Central Government under Section148(1) of the Act is not applicable to the Company and accordingly such accounts andrecords are not required to be maintained.
Cost Audit is not applicable to the Company.
23. Particulars of Employees
The Company does not have any employee covered under the provisions of Rule 5(2) of TheCompanies (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.
Policy on Nomination and Remuneration of Directors KMP & Senior Employees
The Company has in place a Nomination and Remuneration Policy for the Directors KMPand senior employees pursuant to the provisions of the Act which is placed on the websiteof the Company on www.phcapital.in.
24. Disclosure of Frauds in the Board's Report under Section 143 of the Companies Act2013
During the FY 2020-21 the Directors did not observe any transactions which wouldresult in a fraud. The Directors declared that the Company has not been encountered withany fraud or fraudulent activity during the FY 2020-2021.
The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs Stock Exchange(s)and Securities and Exchange Board of India (SEBI) etc. from time to time.
26. Secretarial Standards of ICSI
Pursuant to the approval by the Central Government on the Secretarial Standards issuedby The Institute of Company Secretaries of India ("ICSI") 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 012017. The Company follows the Secretarial Standards.
27. Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013
The Company has place in 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 policy is available on the websiteof the company i.e. www.phcapital.in
The following is a summary of sexual harassment complaints received and disposed-offduring the FY 2020-21.
|No of complaints received ||: NIL |
|No of complaints disposed of ||: NIL |
28. 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 and other risks which are considered necessaryby the Management. The Company has been addressing various risks that impacts the Company.The policy on risk management is continuously reviewed by Management of the Company.
29. 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.
30. 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 is not applicable. The Company has neither earned nor spent anyforeign exchange during the FY ended 2020-21.
31. 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") were not applicable to the Company sincethe criteria prescribed under the aforesaid section has not been applicable to the Companyfor three consecutive financial years
32. Share Registrar & Transfer Agent
The Company's Registrar & Transfer Agents is Bigshare Service Private Limited("BSPL"). BSPL is a SEBI registered Registrar & Transfer Agent. Theinvestors are requested to address their queries at email@example.com if any.Further the investor can also contact to the Compliance Officer of the Company.
The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the FY 2020-21:
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.
The Directors wish to take this opportunity to express their sincere thanks to theCompany's Bankers for their valuable support and to 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 theyear.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Rikeen P. Dalal ||Sejal R. Dalal |
| ||Director ||Director |
|Place: Mumbai ||DIN: 01723446 ||DIN:01723369 |
|Date: August 6 2021 || || |