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Palash Securities Ltd.

BSE: 540648 Sector: Financials
NSE: PALASHSECU ISIN Code: INE471W01019
BSE 00:00 | 23 Apr 37.50 0
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NSE 00:00 | 24 Apr 38.00 -1.00
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OPEN

38.50

HIGH

38.50

LOW

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OPEN 37.55
PREVIOUS CLOSE 37.50
VOLUME 40
52-Week high 64.00
52-Week low 34.55
P/E 340.91
Mkt Cap.(Rs cr) 38
Buy Price 37.50
Buy Qty 100.00
Sell Price 42.20
Sell Qty 1.00
OPEN 37.55
CLOSE 37.50
VOLUME 40
52-Week high 64.00
52-Week low 34.55
P/E 340.91
Mkt Cap.(Rs cr) 38
Buy Price 37.50
Buy Qty 100.00
Sell Price 42.20
Sell Qty 1.00

Palash Securities Ltd. (PALASHSECU) - Director Report

Company director report

Dear Members

Your Directors present herewith the Fourth Annual Report on the performance of theCompany along with the Audited Financial Statements of the Company for the year ended 31stMarch 2018.

1. Financial Results

A summary of standalone and consolidated Financial Performance of the Company for thefinancial year ended on 31st March 2018 as compared to the previous year are summarizedbelow: -

(Rs. in lakhs)

Standalone

Consolidated
Particulars Year ended 31st March 2018 Year ended 31st March 2017 Year ended 31st March 2018 Year ended 31st March 2017
Revenue from Operations (Gross) 0.57 0.10 4300.06 4696.75
Profit before Finance Costs Tax Depreciation and Amortization (34.24) (42.47) 838.76 920.65
Less: Depreciation & Amortization Expenses 2.25 2.27 17.65 17.58
Less: Finance Cost - - 289.74 512.47
Profit/(Loss) Before Tax (36.49) (44.74) 531.37 390.60
Profit/(Loss) After Tax (36.49) (44.74) 518.54 383.04

2. Financial Performance of the Company

During the Financial Year 2017-18 the Company incurred a loss of Rs. 36.49 lakhs ascompared to loss of Rs. 44.74 lakhs in the previous year on standalone basis. Onconsolidated basis the Profit after tax stood at Rs. 518.52 lakhs as compared to Profitof Rs. 383.04 lakhs in the previous year. In view of inadequate Profits the Board of theDirectors has not recommended payment of dividend.

3. Status of Company's Affair

Details on the state of Affairs of the Company are covered in the Management Discussionand Analysis Report.

There is no change in the nature of business of the Company. There were no signi3 cantor material orders passed by regulators courts or tribunals impacting the Company'soperation in future. There were no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear i.e. 31st March 2018 and date of this report.

4. Share Capital

Share capital comprises of 10003102 Equity Shares with a face value of Rs.10/-totalling to Rs.100031020/- and 1300000 Preference Shares of Rs. 10/- each totallingto Rs. 13000000/- . During the year under review there has been no change in thecapital structure.

5. Subsidiary Companies

During the year there was no change in the subsidiaries. The Company has 3 vesubsidiaries. The Company has formulated a policy for determining material subsidiaries inline with the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The said Policy is being disclosed on the Company's website at theweblinkhttp://birla-sugar.com/Assets/Palash/Palash-Securities-Policy-for-Determining-Material-Subsidiaries.pdfThe consolidated financial statements presented by the Company include financialinformation of its subsidiaries prepared in compliance with applicable AccountingStandards.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 the details containing salient features of thefinancial statement of subsidiary companies in Form AOC-1 forms part of this Report andmarked as

Annexure "H"

6. DIRECTORS

The Board comprises of 5 (3 ve) Non-Executive Directors having experience in varied 3elds and a Managing Director. Out of 3 ve Non-Executive Directors three of them areIndependent Directors. Mr Chandra Shekhar Nopany is the Chairperson of the Company.

Mr. Chandra Shekhar Nopany will retire by rotation at the ensuing Annual GeneralMeeting and being eligible has o3 ered himself for reappointment as Director of theCompany.

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013.

Other information on the particulars of Director retiring by rotation is provided inthe Notice convening the Annual General Meeting.

In pursuance of the provisions of the Companies Act 2013 and according to Regulationof 25(3) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Performance Evaluation Criteria has been laid downfor effective evaluation of performance of the Board of Directors the Committees thereofand individual Directors including the Chairperson of the Company. After detaileddiscussion at Board level as well as taking input from each Director Nomination andRemuneration Committee finalized the proformas / questionnaires containing variousparameters to evaluate the performance of Board and its committee(s) Individual Directorsand Chairperson of the Company. The performance evaluation parameters are based on theirroles and responsibilities contribution to the Company's goals decision making process3 ow of information and various other aspects. The evaluation of performance of the Boardas a whole Committees of the Board Individual Directors and Chairperson of the Companywas carried out for the financial year 2017-18. Nomination and Remuneration Committeeevaluated the performance of the individual Director.

The Independent Directors in their separate meeting carried out the evaluation of theBoard of Directors as a whole Chairperson of the Company and Non-Independent Directors.The evaluation of Independent Directors was carried out without the presence of concernedDirector.

The Chairman of Nomination and Remuneration Committee has submitted report of therespective evaluations to the Chairperson of the Company. Based on the questionnairesreceived from the Directors and considering the reports of Chairman of Nomination andRemuneration Committee the Board evaluated its own performance and that of its committeesand individual Directors including Independent Directors.

7. Key Managerial Personnel

During the year under review the Company appointed Ms Mayuri Raja as Company Secretaryw.e.f 14th July 2017 and designated her as the Key Managerial Personnel (KMP) underSection 203 of the Companies Act 2013.

The following Directors / Executives of your Company are whole-time Key ManagerialPersonnel (KMPs) as on 31st March 2018 in accordance with the provisions of Section 203of the Companies Act 2013 –

a. Mr. Chand Bihari Patodia – Managing Director

b. Mr. Deepak Kumar Sharma – Chief Financial Officer c. Ms. Mayuri Raja –Company Secretary All Directors and Key Managerial Personnel of the Company have con3 rmedcompliance with the Code of Conduct applicable to Directors & employees of the Companyand a declaration to the said effect by the Managing Director is made part of CorporateGovernance Report which forms part of this report. The Code is available on the Company'swebsite at the weblinkhttp://birla-sugar.com/Assets/Palash/Palash-Securities-Code-of-Conduct.pdf. All Directorshave con3 rmed compliance with the provisions of Section 164 of the Companies Act 2013.

8. Nomination & Remuneration Policy

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Nomination & Remuneration Policy as adopted bythe Board of Directors is attached as Annexure "E" to this Report. TheNomination & Remuneration Committee has also framed criteria for performanceevaluation of every Director and accordingly has carried out the performance evaluationduring the year under review.

9. MEETINGS

A calendar of Meeting is prepared and circulated in advance to the Directors. The Boardevaluates all the decisions on a collective consensus basis amongst the Directors. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. During the financial year ended 31st March 2018 5 (Five) Meetings of the Boardof Directors of the Company were held. The details of the Board Meetings held during theF.Y. 2017-18 have been furnished in the Corporate Governance Report forming a part of thisAnnual Report.

10. Audit Committee

The Audit Committee comprises of Mr. Chhedi Lal Agarwal Mr. Arun Kumar Newar Mr.Dinesh Kacholia and Mr. Chand Bihari Patodia. During the year there were no instanceswhere Board has not accepted the recommendation of Audit Committee.

The details of the terms of reference number and dates of meetings held attendance ofthe Directors and remuneration paid to them are separately provided in the CorporateGovernance Report which forms an integral part of this Report.

11. Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises of Mr. Chhedi Lal Agarwal Mr. ArunKumar Newar and Mr. Dinesh Kacholia. The details of the terms of reference number anddates of meetings held attendance of the Directors and remuneration paid to them areseparately provided in the Corporate Governance Report which forms an integral part ofthis Report.

12. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Chhedi Lal Agarwal Mr. ArunKumar Newar and Mr. Dinesh Kacholia.

The details of the terms of reference number and dates of meetings held attendance ofthe Directors and remuneration paid to them are separately provided in the CorporateGovernance Report which forms an integral part of this Report.

13. Loans Guarantee and Investments

During the year under review the Company has not given any loans and corporateguarantees covered under the provisions of Section 186 of the Companies Act 2013. Detailson particulars relating to investments under Section 186 of the Companies Act 2013 areprovided in Note 10 of the Financial Statement.

14. Related Party Contracts / Arrangements

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially signi3 cant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialcon3 ict with the interest of the Company at large. Accordingly no transaction are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. However the Directors draw attention of the members toNote 19 to the Financial Statement which sets out related party disclosures.

The Company has developed a Related Party Transactions Policy for purpose of identi3cation and monitoring of such transactions and accordingly any or all Related PartyTransactions are placed before the Audit Committee as also the Board for approval. TheRelated Party Transactions Policy is available on the Company's website at the weblinkhttp://www.birla-sugar.com/Assets/Palash/Palash-Securities-Related-Party-Transaction-Policy.pdf.

15. Public Deposits

The Company has not accepted any deposits from the public and as such there are nooutstanding 3 xed deposits in terms of Companies (Acceptance of Deposit Rules) 2014.

16. Internal Financial Controls

The Company has laid down internal financial control's through a combination of Entitylevel controls Process level controls and IT General controls inter-alia to ensureorderly and e3 cient conduct of business including adherence to the Company's policiesand procedures accuracy and completeness of accounting records and timely preparation andreporting of reliable financial statements/information safeguarding of assets preventionand detection of frauds and errors. The evaluations of these internal financial controlswere done through the internal audit process and were also reviewed by the StatutoryAuditors. Based on their view of these reported evaluations the Directors con3 rm thatfor the preparation of financial statements for the financial year ended 31st March 2018the applicable Accounting Standards have been followed and the internal financial controlsare generally found to be adequate and were operating effectively & that no signi3cant de3 ciencies were noticed. There was no fraud reported by the Auditors of the Companyunder Section 143(12) of the Companies Act 2013 to the Audit Committee or the Board ofDirectors during the year under review.

17. Whistle Blower / Vigil Mechanism

The Company has established a vigil mechanism and adopted whistle blower policypursuant to which whistle blowers can report concerns about unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct. The mechanism providesadequate safeguards against victimisation of persons who use this mechanism. The briefdetail about this mechanism may be accessed on the Company's website at the weblinkhttp://www.birla-sugar.com/Assets/Palash/Palash-Securities-Whistle-Blower-Policy.pdf

18. Corporate Governance

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion & Analysis Report the Report on CorporateGovernance Declaration of Managing Director on Code of Conduct and a Certi3 cate oncompliance of conditions of Corporate Governance form integral part of this Report and areannexed to this Report as Annexure "A" "B" "C" &"D" respectively.

19. Auditors Audit Qualifications and Board's Explanations Statutory Auditors

At the 2nd Annual General Meeting (AGM) of the Company held on 12th September 2016.M/s. Agrawal Subodh & Co. Chartered Accountants having Firm Registration No.319260E were appointed as Statutory Auditors of the Company to hold office for a term of5 (five) years from the conclusion of 2nd AGM of the Company till the conclusion of the7th AGM of the Company. They have confirmed that they are not disqualified from continuingas Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any Qualification reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Board appointed MessrsVinod Kothari & Co. Practising Company Secretaries to conduct the Secretarial Auditof the Company for the financial year 2017-18. The Secretarial Audit Report is annexedherewith as Annexure "F" and which is self explanatory and does not callfor any further comments.

20. Investor Education and Protection Fund

The provisions pertaining to Investor Education and Protection Fund (Uploading ofInformation regarding unpaid and unclaimed amounts lying with Companies) Rules 2012 arenot applicable to the Company.

21. Extract of Annual Return

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

22. Energy Conservation Technology Absorption and Foreign Exchange Earnings &Outgo

The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or outflow during the year under review.

23. Corporate Social Responsibility (CSR) Policy

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the Company.

24. Disclosures Under Sexual Harassment of Women at Workplace (Prevention Prohibiton& Redressal) Act 2013

There has been no such case pending during the year under review.

25. Particulars of Employees

There was no employee in the Company who was in receipt of remuneration as required tobe disclosed under section 134 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

26. Risk Management

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.

27. 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 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of Affairsof the Company as at 31st March 2018 and of the loss of the Company for the year ended onthat date;

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.

28. CEO/CFO Certification

Mr. Chand Bihari Patodia Managing Director and Mr. Deepak Kumar Sharma ChiefFinancial Officer have submitted certificates to the Board as contemplated underRegulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

29. Acknowledgement

Your Directors wish to express their sincere thanks to the bankers and otherstakeholders for their continued co-operation and assistance.

For and on behalf of the Board
Chandra Shekhar Nopany
Chairperson
DIN: 00014587
Dated: 8th May 2018
Place: Kolkata