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Pacheli Industrial Finance Ltd.

BSE: 523862 Sector: Financials
NSE: N.A. ISIN Code: INE926B01016
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NSE 05:30 | 01 Jan Pacheli Industrial Finance Ltd
OPEN 6.00
PREVIOUS CLOSE 6.00
VOLUME 1
52-Week high 7.30
52-Week low 6.00
P/E 15.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.00
Sell Qty 99.00
OPEN 6.00
CLOSE 6.00
VOLUME 1
52-Week high 7.30
52-Week low 6.00
P/E 15.00
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.00
Sell Qty 99.00

Pacheli Industrial Finance Ltd. (PACHELIINDUST) - Director Report

Company director report

To

The Members of

Pacheli Industrial FinanceLimited

Our Directors are pleased to present the Annual Report on the business and operationsof the Company together with the Audited Financial Statements for the financial yearended 31st March 2018.

1. FINANCIAL RESULTS

TheCompany's financial results for the financial year ended on the 31 stMarch201 8 are as under:

Particulars For The Year Ended
31st March 2018 31st March 2017
(Rs.) (Rs.)
Total Revenue 4380673 3720748
Total Expenses 3159732 2563799
Profit Before Tax & Extraordinary Item 1220941 1156948
Less: (a) Extraordinary Item - -
(b) Tax Expenses (Current Tax) 350000 350000
(c) Deferred Tax - -
Profit/(Loss) from the period from continuing operations 870941 806948

2. RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations to upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2017-18.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business in the financial year under review.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED /RESIGNED

The members of the Board of Directors along with the details of the Directors and KeyManagerial Personnel (KMP) appointed or resigned is as follows:

S. No. Director/KMP DIN/PAN Designation Date of appointment Date of resignation
1. Padamchand Bhanvarlal Dhoot 01344573 Managing Director 30/09/2015 -
2. Pushpadevi Padamchand Dhoot 00118140 Non- ExecutiveDirector 14/08/1986 -
3. Ramesh Kumar Khetan 03315837 Independent Director 28/01/2005 -
4. Pankaj Padamchand Dhoot AELPD0702M CFO 30/05/2014 -
5. Padamchand Bhanvarlal Dhoot AABPD7356D CEO 30/05/2014 -
6. Jugalkishore Tapadia 00363415 Independent Director 30/05/2007 14/11/2017
7. Nitin Agarwal 03315678 Independent Director 31/12/2005 14/11/2017

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Padamchand Bhanvarlal Dhoot Managing Director and Mrs.Pushpadevi Padamchand Dhoot Director are liable to retire by rotation at the ensuingAnnual General Meeting of the Company. Mr. Padamchand Bhanvarlal Dhoot and Mrs.PushpadeviPadamchand Dhoot being eligible seek their re -appointment.

6. MEETINGS

4 Board Meetings were held during the year 2017-2018.

7. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they met with the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualperformance evaluation of its own performance as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees.

9. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration.

10. STATUTORY AUDITORS

M/s. V S Shah And Associates Chartered Accountants (Firm Registration No. 143857W) wasappointed as Statutory Auditors at the Annual General Meeting held on September 27 2017for the period of Five (5) years. i.e. for the Annual General Meeting to be held in year2022 subject to ratification at each Annual General Meeting. The Company has receivedletter from them to the effect that their appointment if made would be within theprescribed limits under Section 141(3) (g) of the Companies Act 2013 and that they arenot disqualified from appointment.

The Auditors Report has been annexed with this report Auditors observations are selfexplanatory which do not call for any further clarifications.

11. SECRETARIAL AUDITOR

M/s Jain Alok & Associates Company Secretaries in Practice conducted theSecretarial Audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended 31st March 2018 is annexed herewith as Annexure-Awhich forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31st March 2018 containscertain qualifications andclarification by the Board are as follows:

Observation: The Company did not have any whole time company secretary as requiredunder Section 203 of the Companies Act 2013 during the period under review;

Clarification: The Company had tried to find Company Secretary for the financial year2017-18 however could not find a suitable person. The management will comply the same forthe financial year 2018-19.

Observation:The Company did not have the minimum required independent directors inaccordance with the provisions of Section 177(2) of the Companies Act 2013;

Clarification: The Company had tried to find Independent Director for the financialyear 2017-18 however could not find a suitable person. The management will comply thesame for the financial year 2018-19.

Observation:The composition of Audit Committee and Nomination and RemunerationCommittee were not as per the provisions of Section 177 and 178 of the Companies Act2013respectively during the period under review;

Clarification: The Company had tried to find Independent Director for the financialyear 2017-18 however could not find a suitable person. The management will comply thesame for the financial year 2018-19.

Observation:The Company has not published the notice of Book closure in the newspaperas required under Section 91(1) of the Companies Act 2013;

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future.

Observation:The Company has not published the advertisement of e-voting facilityprovided the Company for the Annual General Meeting as required under Section 108 of theCompanies Act 2013 read with Rule 20(4)(v) of the Companies (Management andAdministration) Rules 2014;

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future.

Observation: The Company did not appoint any Company Secretary to act as a ComplianceOfficer as required under Regulation 6 of the SEBI (LODR) during the period under review;

Clarification: : The Company had tried to find Company Secretary for the financial year2017-18 however could not find a suitable person. The management will comply the same forthe financial year 2018-19.

Observation:The Company did not publish the Notice of Board meeting for approvingfinancial results and Approved financial results as required under Regulation 47(1) of theSEBI (LODR);

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future.

The management of the Company assure you to comply all the provisions of the applicablelaw in true spirit in future and is under process of making all the default good.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT U/S 186

The Company has provided give loans or provide guarantee or make investment during thefinancial year 2017-18 which is disclosed in the balance sheet annexed herewith.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The Company did not enter into a contract or transaction which would fall under thepurview of Section 188.

14. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATES FOR THE COMPANY

The following companies have become subsidiary or associate of the Company during thefinancial year:

1. Living Commerce Space Private Limited –Subsidiary w.e.f. 06/02/2018

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change or commitment affecting the financial position ofthe Company which haveoccurred between March 31 2018 and the date of this report.

16. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2018

A) The composition of Audit committee of the Company is as follow:

S. No. Name of Member Designation
1. Sh. Ramesh Kumar Khetan Chairman
2. Sh. Padamchand Dhoot Member

B) The composition of Nomination & Remuneration committee of the Company is asfollow:

S. No. Name of Member Designation
1. Sh. Ramesh Kumar Khetan Chairman
2. Smt. Pushpadevi Dhoot Member

C) The composition of Stakeholder Grievance committee of the Company is as follow:

S. No. Name of Member Designation
1. Sh. Ramesh Kumar Khetan Chairman
2. Smt. Pushpadevi Dhoot Member

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no such order passed against the company during the year.

18. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable at the registered office of the Company. The members may obtain the same.

19. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION) RULES 2014

No directors/employees of the Company was in receipt of amount exceeding a salary ofRs.500000/-per month or Rs. 6000000/- per annum or more when employed for whole of theyear under the provisions of Rule 5 (2) & (3) of The Companies (Appointment AndRemuneration) Rules 2014.

20. BUSINESS RISK MANAGEMENT

The prospects for the Company's business are dependent upon economic and industrialgrowth as well as resources available for implementation of liberalization policies of theGovernment. Adverse changes and delays of lack of funds can affect the business prospectsof the Industry and the Company.

Risk Management is an integral part of the Company's business strategy. The RiskManagement oversight structure includes Committees of the Board and Senior ManagementCommittees. The Risk Management Committee of the Board ("RMC") reviewscompliance with risk policies monitors risk tolerance limits reviews and analyzes riskexposure related to specific issues and provides oversight of risk across theorganization. The RMC nurtures a healthy and independent risk management function toinculcate a strong risk management culture in the Company.

As part of the Risk Management framework the management of Credit Risk Market RiskOperational Risk and Fraud Risk are placed under the Head-Risk to ensure Integrated RiskManagement for various Risks.

21. INTERNAL CONTROL SYSTEMS

The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

Internal Audit Reports are discussed with the Management and are reviewed by the AuditCommittee of the Board which also reviews the adequacy and effectiveness of the internalcontrols in the Company. The Company's internal control system is commensurate with thesize nature and operations of the Company.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year. The Board of Directors areunder discussion to derive a mechanism through which fraud risk including corrective andremedial actions as regards people and processes can be determined and implemented.

23. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nurture this asset. The Company has kept a sharpfocus on Employee Engagement. The Company's Human Resources is commensurate with the sizenature and operations of the Company.

26. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during theyear. There is no unclaimed or unpaid deposit lying with the Company

27. ANNUAL RETURN

The Annual Return of the Company is placed at its website:www.pacheliindustrialfinance.com.

28. LISTING OF SHARES

The Shares of the Company are listed onBSE Ltd.

29. DEMATERIALIZATION OF SHARES

As on 31.03.2018 a total of 1780850 equity shares representing 47.72% of the equityshare capital have been dematerialized.

30. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) ofsub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 are not mandatory in respect ofthe Companies having paid up equity share capital not exceeding Rs. 10.00 crores andnet-worth not exceeding Rs. 25.00 crores as on the last day of the previous financialyear. The Company's paid up equity share capital as on 31.03.2018 is Rs. 3.73crores whichis less than Rs. 10.00 crores and the Networth is Rs. 44891605/-which is less Rs. 25.00crores.

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

32. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Companies (Accounts) Rules 2014:

(A) Conservation of Energy

1. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematicallymentioned and corrective measures are taken whenever requiredimmediately.

2. Additional investment and proposals if any being implemented.

At present the company has no proposal to make any substantial investments for furtherreduction of consumption of energy. However regular up-gradation of facilities is beingdone as and when required. The Company has been able to control its energy costsubstantially.

Total Energy consumption & energy consumption per unit of Production in prescribedform-A

S. No. Particulars 31.03.2018 31.03.2017
1. Power & Fuel Consumption in respect of Electricity Power & Water amount Nil Nil

(B) Technology Absorption:

The Company is carrying on Research and Development in a routine manner along with itsmanufacturing activities. The initiatives taken by the Company have resulted in lower costof energy consumption. Company has already absorbed technology fully. ResearchDevelopment and improvement of products are an in built and on-going activity within theexisting manufacturing operations of the Company.

Expenditure on R&D is not separately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent anyforeign exchange during the year under review.

33. 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 Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2018 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively. f) that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

34. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financialinstitutions Government Authorities customers members dealers vendors banks and otherbusiness partners for the excellent support received from them during the year.

The Directors place on record their sincere appreciation to all employees executivesstaff and workers of the Company for their unstinted commitment and continued contributionto the Company.

By order of the Board
For Pacheli Industrial FinanceLtd
Sd/- Sd/-
Padamchand Bhanvarlal Dhoot Pushpadevi Padamchand Dhoot
(Managing Director) (Director)
DIN: 01344573 DIN: 00118140
Place: Mumbai
Date: 14thAugust 2018