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P. H. Capital Ltd.

BSE: 500143 Sector: Financials
NSE: N.A. ISIN Code: INE160F01013
BSE 00:00 | 02 Jul 32.20 0
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NSE 05:30 | 01 Jan P. H. Capital Ltd
OPEN 30.60
PREVIOUS CLOSE 32.20
VOLUME 501
52-Week high 44.85
52-Week low 24.80
P/E 5.72
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.60
CLOSE 32.20
VOLUME 501
52-Week high 44.85
52-Week low 24.80
P/E 5.72
Mkt Cap.(Rs cr) 10
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 44th Annual Report and theAudited Statement of Accounts of your Company for the year ended 31st March2017.

FINANCIAL RESULTS:

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

(Amount in Rs.)

Year Ended 31.03.2017 Year Ended 31.03.2016
Sales and other Income 460426360 332530741
Gross Profit / (Loss) for the year before Depreciation Exceptional item & Taxation 17466158 84223887
Depreciation 874970 825114
Profit / (Loss) Before Exceptional item & Taxation 16591188 83398773
Provision for Taxation (net) 2743715 18930457
Deferred Tax (86063) (111961)
Net Profit / (Loss) 13933536 64580277

Operations

During the year under review the Company has recorded receipts of Rs.460426360 ascompared to Rs. 332530741 in the previous year and net Profit of Rs. 13933536 ascompared to Rs. 64580277 In the previous year.

Dividend

With a view to conserving the resources of your company your Directors have decidednot to recommend 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 2017 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 Ms. Tej P. Dalal(holding DIN 01723773) Director shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered herself for re-appointment as a Director of theCompany.

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.

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

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Rikeen DalalWholetime Director and Mr. Samir Desai Chief Financial Officer continue to be the KeyManagerial Personnel of the Company.

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 2016-17.

Corporate Social Responsibility (CSR)

During the year under review the Company has made a net profit of Rs. 13933536/- ascompared to Rs. 64580277/- in the previous year. Section 135 of the Companies Act 2013which specifies constitution of a Corporate Social Responsibility Committee of the Board("CSR Committee") became applicable last year. Accordingly your Company hasconstituted the CSR Committee.

During the last year the Board had identified and approved various CSR Projects withspecific outlay. However there was a delay in the implementation of these projects.Further the process of identification and finalization of suitable implementing agencieshave taken longer time than expected.

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 Report on Corporate Governance.

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 asAnnexure I 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 mismanagement if any and conducting business with integrity including inaccordance with all applicable laws and regulations.

Auditors

M/s S.P. Jain & Associates Chartered Accountants FRN No.103969W the retiringAuditors have completed the maximum tenure as Statutory Auditors of the Company asprovided under the Companies Act 2013 and relevant Rules thereunder.

The Board of Directors on the recommendation of the Audit Committee has approved andrecommended to the Members the appointment of M/s. Sanjay Raja Jain & CompanyChartered Accountants FRN No. 120132W who have given a written consent to act as StatutoryAuditors of your Company and have also confirmed that the said appointment would be inconformity with the provisions of Sections 139 and 141 of the Companies Act 2013 readwith the Companies (Audit and Auditors) rules 2014.

The Members are requested to appoint M/s. Sanjay Raja Jain & Company CharteredAccountants as Statutory Auditors of the Company in place of the retiring Auditors M/sS.P. Jain & Associates Chartered Accountants at the ensuing Annual General Meetingfor a period of 5 years from the conclusion of the ensuing Annual General Meeting till theconclusion of the 49th Annual General Meeting and fix their remuneration.

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 Mrs. Grishma

Khandwala Practicing Company Secretary (C.P. No. 1500) to undertake the SecretarialAudit of the Company. The Secretarial Audit report for the financial year ended 31stMarch 2017 is annexed herewith as ‘Annexure – II' to this Report. TheSecretarial Audit Report does not contain any reservation qualification or adverseremark.

Extract of Annual Return

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

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 Tej P. Dalal
Place : Mumbai Director Director
Date : 11th August 2017 DIN No. 01723446 DIN NO. 01723773

ANNEXURE-I

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) AMENDMENT RULES 2016

I. Details of Remuneration of employees as per Rule 5(1) of the Companies (Appointmentand

Remuneration of Managerial Personnel) Amendment Rules 2016.

(i) The percentage increase in remuneration of each Director Chief Executive Officerand Chief Financial Officer during the financial year 2016-17 ratio of the remunerationof each Director to the median remuneration of the employees of the Company for thefinancial year 2016-17 are as under:

Sl No. Name of Director/KMP and Designation Remuneration of Director/ KMP for financial year 2016-17(Rs.) % increase in Remuneration in the financial year 2016-17 Ratio of remuneration of each Director/ to median remuneration of employees
1 Mr. Rikeen Dalal (Promoter ED) 240000/- Note 0.43:1
2 Mr. Samir Desai (Chief Financial Officer) (CFO) 1204562/- 21.10% 2.14:1

* Comparison of the Remuneration of the Director / KMP against the performance of theCompany The revenue from operations increased by 38.46% whereas net profit decreased by78.42 % . There is no change in Remuneration paid to Wholetime Director during thisfinancial year.

The Remuneration of the KMP has increased by 21.10 %.

(ii) The median remuneration of employees of the Company during the financial year2016-17 was Rs. 562859/-

(iii) In the financial year 2016-17 there was an increase of 18.50% in the medianremuneration of employees.

(iv) There were 4 permanent employees on the rolls of Company as on 31stMarch 2017.

(v) Average percentage increase made in the salaries of employees other than themanagerial personnel in the financial year 2016-17 was 18.14% whereas the increase in themanagerial remuneration for the same financial year was 21.10%.

(vi) The key parameters for the variable component of remuneration availed by thedirectors.

There is no variable component of remuneration availed by the Directors.

(vii) It is hereby affirmed that the remuneration paid during the year ended 31stMarch 2017 is as per the Remuneration Policy of the Company.

II. Details of Remuneration of Top 10 Employees as per Rule 5(2) and 5(3) of theCompanies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 and amendmentsthereof.

Sr. No. Employee Name Designation Educational Qualification Age Experience (In Years) Date of Joining Gross Remuneration p.a. (Paid In Rs.) Previous Employment
1. Samir Desai Chief manager– Accounts/CFO/ Compliance Officer B.com / C.A.-Final / Group - I Pass 35 years 15 years 09.06.2008 1204562/- M.D.Desai & Co. Chartered Accountants.
2. Vijay Solanki Accountant B.com / DFM 41 years 20 years 25.04.2008 705850/- Tak Machinery & Leasing Ltd.
3. Vinayak Kondvekar Account Assistant B.Com. 30 Years 10 Years 01.01.2008 419867/- Shreeji Creation
4. Rikeen Dalal Pramotor Director/CEO B.Com. 54 Years 34 Years 02.09.1994 240000/- Ficom Organics Ltd.