Your Directors have pleasure in presenting the 38th Annual Report on theBusiness and Operations of the Company along with the Audited Financial Statement for theFinancial year ended March 31 2020.
The financial performance of your Company for the Financial Year ended March 31
2020 is summarized below:
|Particulars || |
Standalone Audited Financial Results
| ||Financial Year ended 31stMarch 2020 ||Financial Year ended |
|Total Revenue ||41939980 ||120410330 |
|Total Expenditure ||43653630 ||119659610 |
|Profit/(Loss) before tax ||-1713650 ||750720 |
|Profit/(Loss) after tax ||-1948770 ||385950 |
|Paid-up Share Capital ||24000000 ||24000000 |
State of Company's Affairs and Future Outlook
During the financial year 2019-20 total revenue has been decreased to Rs. 41939980/-as against Rs. 120410330 in the previous year. The company has incurred a net loss ofRs. (1948770/-) as compared to Profit after tax of Rs. 385950/- in the previous year..
To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2019-2020. The Board assures you to present a muchstrong financial statements in the years to come.
During the year under review your Company has not transferred any amount to GeneralReserve.
Change in the Nature of Business if any
During the year under review there was no change in the nature of business of theCompany.
During the year under review your Company has neither invited nor accepted anydeposits from the public falling within the ambit of Section 73 of the Act and theCompanies (Acceptance of Deposits) Rules 2014.
The Authorized Share Capital of the Company is Rs. 210000000/-(Rupees Twenty-OneCrores Only) divided into 19000000 (One Crores Ninety Lakhs) Equity Shares of 10/-(Rupees Ten Only) and 2000000 (Twenty Lakhs) Preference shares of 10/- (Rupees Ten Only). During the year under review there was no change in the Authorized Share Capital of theCompany.
The Paid-up Equity Share Capital of the Company is Rs. 4000000/-(Rupees Forty LakhsOnly) divided into 400000 (Four Lakhs) Equity Shares of 10/-(Rupees Ten Only) and thePaid-Up Preference Share Capital of the Company is Rs. 20000000 (Rupees Two CroresOnly) divided into 2000000 (Twenty Lakhs) Preference Shares of 10/-(Rupees Ten Only).
During the year under review there is no Change in the Paid-up Share Capital of theCompany.
Issue of Equity Shares with Differential Rights
During the year under review your Company has not issued any equity shares withdifferential rights accordingly your Company does not required to meet the ComplianceRequirement as required as per Rule 4(4) of the Companies (Share Capital and Debentures)Rules 2014.
Issue of Sweat Equity Shares
During the year under review your Company has not issued sweat equity sharesaccordingly your Company does not required to meet the Compliance Requirement as requiredas per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
Issue of Employee Stock Options
During the year under review your Company has not issued employee stock optionsaccordingly your Company does not required to meet the Compliance Requirement as requiredas per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
Provision of money by company for purchase of its own share by employees or by trusteefor the benefit of employees
The Company has not made any provision for purchase of its own share by employees or bytrustee for the benefit of employees accordingly your Company does not required to meetthe Compliance Requirement as required per Rule 16(4) of the Companies (Share Capital andDebentures) Rules 2014.
Issue of shares on preferential basis
During the year under review your Company has not issued any share on preferentialbasis.
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees Securities and Investments covered under the provisionsof Section 186 of the Act are given in the Notes to the Financial Statements.
Subsidiaries associates and Joint Ventures
During the year under review no company became or ceased to be a Subsidiary/JointVenture/Associate of the Company.
Audited Financial Statements of the Company & its Subsidiaries
The Board of Directors of your Company at its meeting held on June 30 2020 hasapproved the Audited Financial Statements for the FY 2019-20 The Financial Statements ofyour Company for the FY 2019-20 have been prepared in compliance with applicable IndianAccounting Standards (Ind-AS) and SEBI (LODR) Regulations 2015.
Related Party Transactions
To comply with the provisions of Section 188 of the Companies Act 2013 and Rules madethereunder read with Regulation 23 of SEBI (LODR) Regulations 2015 your Company tooknecessary prior approval of the Audit Committee before entering into related partytransactions. All contracts / arrangements / transactions entered into by the Companyduring the Financial Year ended March 31 2020 with related parties as defined under theAct and SEBI (LODR) Regulations 2015 were in the ordinary course of business and on arm'slength basis. During the year under review your Company had not entered into anycontract/ arrangement/ transaction with related parties which could be considered materialin accordance with the Policy of the Company for Related Party Transactions.
None of the transactions with any of the related parties were in conflict with theinterest of the Company rather; these were synchronized and synergized with the Company'soperations.
Attention of Members is drawn to the disclosure of transactions with the relatedparties set out in the Standalone Financial Statements forming part of the Annual Report.Your Company has framed a Policy on Related Party Transactions in accordance with SEBI(LODR) Regulations 2015. The Policy intends to ensure that proper reporting; approval and
disclosure processes are in place for all transactions between the Company and relatedparties. The policy is uploaded on website of the Company at www.pptinvestment.in .
Since all transactions which were entered into during the Financial Year ended March31 2020 were on arm's length basis and in the ordinary course of business and there wasno material related party transaction entered by the Company during the Financial Yearended March 31 2020 as per Policy on Related Party Transactions. Form AOC-2 isattached with this report as prescribed under Clause (h) of Sub- section (3) of Section134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014.
Directors and Key Managerial Personnel Executive Director
The term of Mr. Vinod Kumar Bansal (00243709) as Managing Director was expired. TheBoard of Directors based on the recommendation of the Nomination and RemunerationCommittee has re-appointed Mr. Vinod Kumar Bansal (00243709) as Managing Director of theCompany for a period of five years from 12th August 2020 to 11thAugust 2025 subject to the approval of shareholders.
Director retiring by rotation
To comply with the provisions of Section 152 of the Act and in terms of the Articles ofAssociation of the Company Ms. Shweta Gupta (DIN:07452923) Director is liable to retireby rotation at the ensuing AGM and being eligible seeks re-appointment. Based on thePerformance Evaluation and on the recommendation of Nomination and Remuneration Committeethe Board recommends his re-appointment.
The Board of the Company was duly constituted in accordance with the provisions of theCompanies Act 2013 and as per SEBI (LODR) Regulations 2015. As on the date of reportthe Board of the Company consists of the following members:
|S. No. Name of Director ||Designation ||DIN ||Date of Appointment |
|1. Vinod Kumar Bansal ||Managing Director ||00243709 ||31.05.2012 |
|2. Santosh Kumar Kushawaha ||Independent |
|02994228 ||31.08.2017 |
|3. Harshit Agarwal ||Independent |
|06946506 ||12.08.2014 |
|4. Shweta Gupta ||Non-Executive Director ||07452923 ||30.04.2016 |
|5. Neeraj Kumar Singh ||Executive Director ||07452949 ||30.04.2016 |
Brief resume and other details of the Directors being re-appointed at the ensuing AGMas stipulated under Secretarial Standard-2 issued by the Institute of Company Secretariesof India and Regulation 36 of the SEBI (LODR) Regulations 2015 is separately disclosed inthe Notice of the ensuing AGM.
Declaration from Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and SEBI (LODR) Regulations2015.
Key Managerial Personnel
Consequent to the resignation of Ms. Sarita w.e.f July 02 2020 as Company Secretaryand Compliance Officer of the Company Ms. Kanika Arora is appointed as Company Secretaryand Compliance of the Company (Key Managerial Personnel) of the Company w.e.f. August 122020 in accordance with the provisions of Section 203 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Company recognizes and embraces the importance of a diverse board in its success.The Company believes that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help the Company to retain itscompetitive advantage. The Board has adopted the Board Diversity Policy which sets out theapproach to diversity of the Board of Directors.
To comply with the provisions of Section 134(3)(p) of the Companies Act 2013 and Rulesmade thereunder and Regulation 17(10) of SEBI (LODR) Regulations 2015 the Board hascarried out the annual performance evaluation of the Directors individually including theIndependent Directors (wherein the concerned Director being evaluated did notparticipate) Board as a whole and following Committees of the Board of Directors:
- Audit Committee;
- Nominations and Remuneration Committee; and
- Stakeholders' Relationship Committee.
The manner in which the annual performance evaluation has been carried out is explainedin the Corporate Governance Report which forms part of this report. Board is responsibleto monitor and review the evaluation framework.
Further to comply with Regulation 25(4) of SEBI (LODR) Regulations 2015 IndependentDirectors also evaluated the performance of Non-Independent Directors Chairman and Boardas a whole at a separate meeting of Independent Directors.
Board and Committees of the Board
The number of meetings of the Board and various Committees of the Board includingcomposition are set out in the Corporate Governance Report which forms part of thisreport. The intervening gap between the meetings was within the period prescribed underthe provisions of Section 173 of the Companies Act 2013 and SEBI (LODR) Regulations2015.
Nomination & Remuneration Policy
To comply with the provisions of Section 178 of the Companies Act 2013 and Rules madethereunder and Regulation 19 of SEBI (LODR) Regulations 2015 the Company's updatedRemuneration Policy for Directors Key Managerial Personnel Senior Management and otherEmployees of the Company is attached with the corporate governance report and alsouploaded on website of the Company at www.pptinvestment.in . The Policy includes inter-alia the criteria for appointment and remuneration of Directors KMPs Senior ManagementPersonnel and other employees of the Company.
Dividend Distribution Policy
Pursuant to Regulation 43A of the SEBI (LODR) Regulations 2015 top five hundred (500)listed entities based on their market capitalization shall formulate a DividendDistribution Policy which shall be disclosed in their annual reports and on theirwebsites accordingly your Company does not required to meet the Compliance Requirementstipulated as per Regulation 43A of the SEBI (LODR) Regulations 2015 as the Company doesnot fall in the list of top 500 Listed Entities based on their market capitalization whichare required to formulate a Dividend Distribution Policy.
Remuneration of Directors Key Managerial Personnel and Particulars of Employees
The information required to be disclosed in the Board's Report pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached to this report as Annexure - 1.
Members of the Company in their 36th AGM held on September 28 2018appointed M/s V.N. Purohit & Co. Chartered Accountants (Firm Registration Number304040E) as the Statutory Auditors of the Company to hold office for a period of up to 5(Five) years i.e. till the conclusion of 41st AGM of the Company to be held inthe Financial Year 2023 at such remuneration and out of pocket expenses as may bedecided by the Board of Directors of the Company.
The Statutory Auditors' Report for the Financial Year March 31 2020 does not containany qualification reservation or adverse remark. The Statutory Auditors have not reportedany frauds under Section 143(12) of the Act.
Pursuant to provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) rules 2014 during the year under review the Internal Audit of the functions& activities of the Company was undertaken by the Internal Auditors of the Company M/sBansal Mangal Singhal & Associates Chartered Accountants.
The Report does not contain any qualification observation reservation adverse remarkor disclaimer.
The Board of directors of the Company has appointed M/s Anil Hariram & Co.Chartered Accountants as an Internal Auditor of the Company to conduct Internal Audit forthe Financial Year 2020-21as per Rule 13 of the Companies (Accounts) Rules 2014prescribed under section 138 of the Companies Act 2013.
In terms of Section 148 of the Companies Act 2013 and the Companies (Cost Records andAudit) Rules 2014 Cost Audit is not applicable to the Company for the Financial Yearended March 31 2020.
The Board of Directors on the recommendation of the Audits Committee has appointed M/sVMS & Co. Practicing Company Secretaries to conduct Secretarial Audit of yourCompany. The Secretarial Audit Report for the Financial Year ended March 31 2020 isattached to this report as Annexure-2.
The Secretarial Audit Report for the financial year ended March 31 2020 does notcontain any qualification reservation or adverse remark.
Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) act 2013
To comply with the provisions of Section 134 of the Companies Act 2013 and Rules madethereunder your Company has complied with the provisions relating to constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the year under review no complaint was filed under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and no complaint waspending at the beginning and end of Financial Year March 31 2020.
Vigil Mechanism / Whistle Blower Policy
Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 22of SEBI (LODR) Regulations 2015 the Company has adopted a Vigil Mechanism / WhistleBlower Policy to provide a platform to the Directors and employees of the Company to raiseconcerns regarding any irregularity misconduct or unethical matters / dealings within theCompany. The same is detailed in the Corporate Governance Report which forms part of thisreport The Company has a vigil mechanism named Fraud and Risk Management Policy to dealwith instance of fraud and mismanagement if any in staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to ensure the high standards ofCorporate Governance and stakeholder responsibility.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and that no discrimination will be meted out to any person for a genuinely raisedconcern.
Corporate Social Responsibility (CSR)
Pursuant to provisions of Section 135 of the Companies Act 2013 every company havinga Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more or Turnover of RupeesThousand Crore (Rs.1000 Crore) or more or Net Profit is Rupees Five Crore (Rs.5 Crore) ormore during any financial year is required to constitute a Corporate SocialResponsibility Committee ("CSR Committee") of the Board.
During the year under review your Company does not touches the threshold limit as perthe provisions of Section 135 of the Companies Act2013 accordingly the Company does notrequired to meet out the Compliance requirement as stipulated under Section 135 of theCompanies Act 2013.
Business Responsibility Report
Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 top five hundred(500) listed entities based on their market capitalization shall include BusinessResponsibility Report in their Annual Report Your Company does not fall under top 500listed Companies based on market capitalization; therefore this regulation is notapplicable to the Company.
Conservation of Energy Technology absorption and Foreign Exchange Earnings and Outgo
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
- Conservation of Energy:
Since the company is not engaged in any manufacturing activity issues relating to conservation of energy are not quite relevant to its functioning.
- Technology Absorption:
Since the company is not engaged in any manufacturing activity issues relating to Technology Absorption are not quite relevant to its functioning.
- Foreign Exchange Earnings/Outgo:
Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India. The report on Corporate Governance as stipulated under the SEBI (LODR)Regulations 2015 is attached to this report. The certificate from M/s VMS & Co.Company Secretaries confirming compliance with the conditions of Corporate Governanceis also attached to the Corporate Governance Report.
The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE)having nation-wide trading terminals. Annual listing fee for the Financial Year 2019-20has been paid to BSE Limited.
Extract annual Return
Extract of the Annual Return in Form No. MGT - 9 in accordance with the provisions ofSection 92 of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 is uploaded on the website of the Company. Annual Return ofthe Company for the Financial Year 2019 is also uploaded on website of the Company atwww.pptinvestment.in .
Research and Development
During the year under review no Research and Development was carried out
Material changes and commitments after the end of Financial Year
There are no material changes and commitments noticed by the Board between the end ofFinancial year of the Company i.e. March 31 2020 and the date of this report.
Significant and material orders passed by regulators or courts
To the best of management knowledge no significant and material orders were passed byregulators or courts or tribunals which could impact the going concern status andCompany's operation in future.
The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS- 2) with effect from 1st October 2017. The Company is in compliance with the revisedsecretarial standard.
Management Discussion & Analysis Report
The detailed Management Discussion & Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations 2015 is presented n aseparate section &forms part of the Annual Report.
Your Company has a robust Risk Management Policy which identifies and evaluatesbusiness risks and opportunities. The Company recognizes that these risks need to bemanaged and mitigated to protect the interest of the stakeholders and to achieve businessobjectives. The risk management framework is aimed at effectively mitigating the Company'svarious business and operational risks through strategic actions.
Internal Financial Controls
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguard against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions authorizedrecorded and reported correctly. The board of Directors has appointed M/s Anil Hariram& Co. Chartered Accountants as the Internal Auditors of the Company to report on theInternal Financial Controls of the Company.
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act the Directors statethat:
- in the preparation of the annual accounts for the Financial Year ended March 31 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures;
- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fail- view of the state of affairs of your Company as at March 31 2020 and of the profits of the
Company for the period ended on that date;
- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
- the annual accounts have been prepared on a going concern basis;
- proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
- proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
Global health pandemic from COVID-19
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time.
To effectively respond to and manage our operations through this crisis the Companytriggered its business continuity management program chaired by the Managing Director.
In keeping with its employee-safety-first approach the Company quickly institutedmeasures to trace all employees and be assured of their well-being. Our teams reacted withspeed and efficiency and quickly leveraged technology to shift the workforce to anentirely new work-from-home' model. Proactive preparations were done in ourwork locations during this transition to ensure our offices and training centers weresafe.
Travel immigration and insurance-related challenges faced by our employees wereswiftly handled in line with the guidelines issued by the local authorities. Policychanges related to working from home and IT infrastructure support were rolled outovernight to help our employees shift to this new work paradigm. Continuous communicationon the latest updates played a key role in enabling our employees to stay on top of theevolving situation.
We have extended support to the employees impacted by this pandemic COVID-19. TheCompany would implement a phased and safe return-to-work plan as and when lockdownrestrictions are relaxed. The Company's focus on liquidity supported by a strong balancesheet and acceleration in cost optimization initiatives would help in navigating anynearterm challenges in the demand environment
Statements in the Board's Report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable laws and regulations. Actual results may differ fromthose expressed in the statements.
Your Company's organizational culture upholds professionalism integrity and continuousimprovement across all functions as well as efficient utilization of the Company'sresources for sustainable and profitable growth.
Your Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from variousGovernment Authorities Banks / Financial Institutions and other stakeholders such asmembers customers and suppliers among others. Your Directors also commend the continuingcommitment and dedication of employees at all levels which has been vital for theCompany's success. Your Directors look forward to their continued support in future.