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Pacheli Industrial Finance Ltd.

BSE: 523862 Sector: Financials
NSE: N.A. ISIN Code: INE926B01016
BSE 00:00 | 30 Sep 6.37 0.02
(0.31%)
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6.35

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6.66

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NSE 05:30 | 01 Jan Pacheli Industrial Finance Ltd
OPEN 6.35
PREVIOUS CLOSE 6.35
VOLUME 841
52-Week high 13.11
52-Week low 6.06
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.35
CLOSE 6.35
VOLUME 841
52-Week high 13.11
52-Week low 6.06
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pacheli Industrial Finance Ltd. (PACHELIINDUST) - Director Report

Company director report

To

The Members of

Pacheli Industrial Finance Limited

Our Directors are pleased to present the 36thAnnual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended 31st March 2021.

1. FINANCIAL RESULTS

The Company's financial results for the financial year ended on the 31stMarch 2021 are as under:

Particulars For The Year Ended
31st March 2021 (In Lakhs Rs.) 31st March 2020 (In Lakhs Rs.)
Total Revenue 30.59 29.97
Total Expenses 16.89 18.82
Profit Before Tax & Extraordinary Item 13.70 8.15
Less: (a) Extraordinary Item 0.00 0.00
(b) Tax Expenses (Current Tax) 3.50 1.90
(c) Deferred Tax 0.00 0.00
Profit/(Loss) from the period from continuing operations 10.20 6.25

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 2020-21.

4. CHANGE IN NATURE OF BUSINESS

During the financial year under review the Company was engaged in the business forproviding loans to Real Estate and Developments. However as on date of report the Companyis carrying on the business of providing consultancy services related to hotels lodginghouses and other multiple services.

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 28/04/2021
2. Pushpadevi Padamchand Dhoot 00118140 Non-Executive Director 14/08/1986 12/05/2021
3. Ramesh Kumar Khetan 03315837 Independent Director 28/01/2005 28/06/2021
4. Rajan Sharma 08076700 Independent Director 22/11/2018 04/09/2020
5. Lavanya Keerthipati 08023130 Additional Director 22/01/2021
6. Shahul Hameed Adam Bawa 08274289 Additional Director 22/01/2021
7. Padamchand Bhanvarlal Dhoot AABPD7356D CEO 30/05/2014
8. Pankaj Padamchand Dhoot AELPD0702M CFO 30/05/2014
9. Alpi Jain AMJPJ9258N Company Secretary 30/12/2020 19/04/2021

6. MEETINGS

The Board met seven times during the financial year 2020-21.The intervening gap betweenany two Meetings was within the period prescribed by the Companies Act 2013.

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. PERFORMANCE EVALUATION

In pursuance of the provisions of the Act the evaluation of performance of the Boardas a whole Committees of the Board Directors individually and Chairperson of the Companywas carried out for the Financial Year 2020-21. The performance of each Director has beenevaluated by Nomination and Remuneration Committee.

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. The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 141(3) (g) of the Companies Act2013 and that they are not disqualified from appointment.

The Auditors Report has been annexed with this report Auditors observations areself-explanatory which do not call for any further clarifications.

11. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no frauds reported by auditors under sub-section (12) of section 143 whichhave occurred during the financial year 2020-21.

12. SECRETARIAL AUDITOR

M/s Jain Alok & Associates Company Secretaries in Practice conducted theSecretarial Audit for the financial year 2020-21. The Secretarial Audit Report for thefinancial year ended 31st March 2021 is annexed herewith as Annexure-A whichforms a part of this Report.

The Secretarial Audit Report for the financial year ended 31stMarch 2021contains certain qualifications and clarification by the Board are as follows:

 

Observation: That the Company did not have any whole time Company Secretary inemployment during the period from 01st April 2020 to 29th December2020;

Clarification: The Company had tried to find Company Secretary during the period from01stApril 2020 to 29thDecember 2020 but could not found a suitableperson.

 

Observation: That the Company did not have the minimum required independent directorsin accordance with the provisions of Section 149(4) of the Companies Act 2013 since 04thSeptember 2020;

Clarification: The Company had tried to find Independent Director to comply with theprovisions of Section 149(4) of the Companies Act 2013 however could not find a suitableperson.

Observation: Composition of Audit Committee and Nomination and Remuneration Committeewere not as per the provisions of Section 177 and 178 of the Companies Act2013respectively since 04th September 2020;

Clarification: The Company had tried to find Independent Director but could not founda suitable person. The management will comply with the provisions of Section 177 and 178of the Companies Act 2013 as soon as the deserving candidate was found.

Observation: That the Company has given loan during the period under review withoutcomplying the provision of section 186 of the Act;

Clarification: The compliance was inadvertently escaped.

Observation: The Company did not have any qualified Compliance officer as per therequirement of Regulation 6 of LODR during the period from 01st April 2020 to29th December 2020

Clarification: The Company had tried to find Company Secretary during the period from01stApril 2020 to 29th December 2020 to be appointed as Complianceofficer of the company during the said period but could not found a suitable person.

Observation: The Company did not publish the Notice of Board meeting for approvingfinancial results for four quarters and did not publish approved financial results for thequarter ended 30.06.2020 and 30.09.2020 as required under Regulation 47(1) of the SEBI(LODR)

Clarification: The compliance was inadvertently escaped. The Company will take care andcomply the same 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.

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

The details of the loan given and investments made by the Company covered under theprovisions of section 186 of the Companies Act 2013 are given in the notes to thefinancial statements. Further the company has not given guarantee during the financialyear.

14. 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.

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

The Company did not have any Subsidiary Joint Venture or Associate Company at the endof the financial year.

16. 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 have occurred between March 31 2021 and the date of this report.

17. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2021

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. Padamachand Dhoot Member
3. Smt. Pushpadevi 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. Sh. Padamachand Dhoot Member
3. Smt. Pushpadevi Padamchand Dhoot Member

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

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

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

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

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company is not eligible for CSR as per provisions of Section 135 of the CompaniesAct 2013.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with all applicable Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).

27. 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

28. ANNUAL RETURN

The Annual Return of the Company for the financial year 2020-21 shall be placed at itswebsite: www.pacheliindustrialfinance.com.

29. LISTING OF SHARES

The Shares of the Company are listed on BSE Ltd.

30. DEMATERIALIZATION OF SHARES

As on 31.03.2021 a total of 18 44750 equity shares representing 49.43% of the equityshare capital have been dematerialized.

31. 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 31.03.2021 is Rs. 3.73 crores whichis less than Rs. 10.00 crores and the Net worth is Rs. 4.69 crores which is less Rs. 25.00crores.

32. 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.

33. 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 required immediately.

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 31.03.2021 31.03.2020
Power & Fuel Consumption in respect of ' Electricity Power & Water amount Nil Nil

(B) Technology Absorption: The Company is carrying on Research and Development in aroutine manner along with its manufacturing activities. The initiatives taken by theCompany have resulted in lower cost of energy consumption. Company has already absorbedtechnology fully.

Research Development and improvement of products are an in built and on-going activitywithin the existing manufacturing operations of the Company. Expenditure on R&D is notseparately allocated and identified.

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

34. 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 2021 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 2021 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 ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

35. 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. TheDirectors place on record their sincere appreciation to all employees executives staffand workers of the Company for their unstinted commitment and continued contribution tothe Company.

By order of the Board

For Pacheli Industrial Finance Ltd

Sd/- Sd/-
Lavanya Keerthipati Shahul Hameed Adam Bawa
(Additional Director) (Additional Director)
DIN:08023130 DIN: 08274289
Place: 07-09-2021
Date: Chennai

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