The Directors have pleasure in presenting their 37th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2019.
The Financial Results are stated as under:
|PARTICULARS ||Financial Year Ended (In Rs.) |
| ||31st March 2019 ||31st March 2018 |
|Total Income ||120410320 ||108187300 |
|Total Expenditure ||119659600 ||102643870 |
|Profit/(Loss) before tax ||750720 ||5543430 |
|Profit/(Loss) after tax ||395410 ||4142570 |
|Paid-up Share Capital ||24000000 ||24000000 |
|Reserve and Surplus ||252413550 ||276018130 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review the company has profit after tax of Rs. 395410/- duringthe current financial year as compared to Rs. 4142570/- during the previous financialyear. Profit before tax is Rs 750720/- as compared to Rs. 5543430/- in previous year.
To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2018- 2019. The Board assures you to present a muchstrong financial statements in coming years.
AMOUNT TRANSFERRED TO RESERVES
No amount has been transferred in reserves during the current financial year.
As on 31.03.2019 the company held no deposit in any form from anyone. There was nodeposit held by the company as 31.03.2019 which was overdue or unclaimed by thedepositors. For the present the Board of Directors have resolved not to accept anydeposits from public.
As per the directions of SEBI and the BSE Ltd. accordingly the company has beenadhering to the directions and guidelines as required. The report on the code of corporategovernance is annexed separately in this Annual report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Regulation 34(2)(e) of SEBI(Listing Obligations and DisclosureRequirements)Regulations 2015 the
Management's Discussion and Analysis is set out in the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
a) Conservation of Energy:
Since the company is not engaged in any manufacturing activity issues relating toconservation of energy are not quite relevant to its functioning.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity issues relating toTechnology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review Company has given loans & guarantees and same hasbeen disclosed in Financial Statement under the provisions of section 186 of the CompaniesAct 2013
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the end of thefinancial year of the Company- 31st March 2019 till the date of this report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provision of Section 135 of the Companies Act 2013 every company having aNet 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. But this provision is not applicable on ourcompany; because in any previous financial year
(including 2018-2019) our company has not reached this limit.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 top five hundred (500)listed entities based on market capitalization shall contain the Business ResponsibilityReport in their Annual Report. As the Company does not fall under top 500 listed Companiesbased on market capitalization therefore this regulation is not applicable to theCompany.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significantrisk factors are present which may threaten the existence of the company. During the yearyour Directors have an adequate risk management infrastructure in place capable ofaddressing those risks. The company manages monitors and reports on the principal risksand uncertainties that can impact its ability to achieve its strategic objectives. TheAudit Committee and Board of Directors review these procedures periodically. The company'smanagement systems organizational structures processes standards code of conduct andbehavior together form a complete and effective Risk Management System (RMS).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company was duly constituted in accordance with the provisions of theCompanies Act 2013. As on the date of report the Board of Director's consists of thefollowing 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 Director ||02994228 ||31/08/2017 |
|3. ||Harshit Agarwal ||Independent Director ||06946506 ||12/08/2014 |
|4. ||Shweta Gupta ||Director ||07452923 ||30/04/2016 |
|5. ||Neeraj Kumar Singh ||Director ||07452949 ||30/04/2016 |
There has been no change in the composition of the board of directors of the Company.Mr. Neeraj Singh retires by rotation and being eligible has offered himself forre-appointment.
B. CHIEF FINANCIAL OFFICER
There is no appointment resignation or any other changes in the position of the ChiefFinancial Officer of the Company
Reg. 17 of SEBI (LODR) Regulations 2015 mandates that the Board shall monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 (Five) times during the financial year the details of which aregiven in the corporate governance report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
|Date ||No. of Directors ||No. of Directors Present |
|29/05/2018 ||5 ||5 |
|14/08/2018 ||5 ||2 |
|03/09/2018 ||5 ||2 |
|14/11/2018 ||5 ||2 |
|08/02/2019 ||5 ||2 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2019 the Board consists of 7 members.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors: (a) a program on how to review verify and study the financialreports; (b) a program on Corporate Governance; (c) provisions under the Companies Act2013;and (d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
COMMITTEES OF THE BOARD
Currently the Board has 3(three) committees: 1. Audit Committee 2. Nomination andRemuneration Committee 3. Stake Holders Relationship Committee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
As on 31st March 2019 the Authorised share capital of the Company was Rs.210000000 and the paid up equity share capital was Rs. 24000000/-. During the yearunder review:
A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any equity shares with differential rights so no disclosureis required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.
B. ISSUE OF SWEAT EQUITY SHARES
The Company has not issued sweat equity shares so no disclosure is required as perRule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
C. ISSUE OF EMPLOYEE STOCK OPTIONS
The Company has not issued employee stock options so no disclosure is required as perRule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARE BY EMPLOYEES OR BYTRUSTEE FOR 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 so no disclosure is required as per Rule 16(4) of theCompanies (Share Capital and Debentures) Rules 2014.
E. ISSUE OF SHARES ON PREFERENTIAL BASIS
The Company has not issued any share on preferential basis during the year.
The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE)for the financial year 2019-20.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
There has been no change in the following policies during the financial year 2018-19:
Policy on Preservation of Documents and Archives Management as per Regulation 9and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Policy for Disclosure of events/ information and Determination of materiality asper Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Policy on Materiality of Related Party Transactions as per Regulation 23(1) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Risk Management Policy
Policy for determiningmaterial' subsidiaries as per Regulation 16(1)(c) ofthe SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Such Policies are available on the website of the Company i.e.http://www.pptinvestment.in/shareholder-info/
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives holds or has held theposition of a key managerial personnel or is or has been employee of the company or itsholding subsidiary or associate company in any of the three financial years immediatelypreceding the financial year in which he is proposed to be appointed; is or has been anemployee or proprietor or a partner in any of the three financial years immediatelypreceding the financial year in which he is proposed to be appointed of a firm ofauditors or company secretaries in practice or cost auditors of the company or itsholding subsidiary or associate company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OFTHECOMPANIES ACT 2013
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the Historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoptionof these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31 2019the applicable accounting standards have been followed.
2. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate and areoperating effectively.
6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
Pursuant to the provisions of Section 139 142 and all other applicable provisions ofthe Companies Act 2013 and Rules made thereunder at the 36th Annual GeneralMeeting held on September 28 2018 the members had appointed M/s V. N. Purohit & Co.Chartered Accountants (Registration No. 304040E) as the statutory Auditor of the Companyfor a period of five years upto the conclusion of 40th Annual General Meetingto be held in year 2022 at such remuneration and out of pocket expenses as may bedecided by the Board of Directors of the Company.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self explanatory and do not call for any comments undersection 134 of the companies Act 2013.
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 Ms. Megha Sharan (CP No.: 12171 Membership No. : 9802) Practicing CompanySecretary to undertake the secretarial audit of the Company for the Financial Year2018-2019.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31 2019 does notcontain any qualification reservation or adverse remark. A copy of Secretarial AuditReport as provided by Company Secretary in Practice has been annexed with the Report.
Appointment of Cost Auditor is not applicable to the Company. Hence the company hasnot appointed any Cost Auditor.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
As per Section 188(1) of the Companies Act 2013 there is no transaction entered withthe related party during the Financial Year 2017-18. Form AOC-2 is attached with theReport.
DETAILS OF SUBSIDIARY JOINT VENTURES & ASSOCIATES
During the year under review no company became or ceased to be a Subsidiary/JointVenture/Associate of the Company.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace andhas complied with the provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. No case was reported during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
We view responsible conduct as a necessary input for long term business success. Weaccept responsibility for our business or employees and society. That is how we defineour corporate responsibility. But as per Section 135 of Companies Act 2013 your companyis out of the preview of this responsibility.
DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE
None of the Directors are related to each other.
Pursuant to provisions of Section 138 read with rules made there under the Board hasappointed M/s Bansal Mangal Singhal & Goyal Chartered Accountants as an InternalAuditor of the Company to check the internal controls and functioning of the activitiesof the Company and also recommends way of improvement. They have provided Internal AuditReport of the Company for the financial year ended March 31 2019. The Internal audit iscarried out quarterly basis and the report is placed in the Audit Committee Meeting andBoard Meeting for their consideration and direction. The Report do not contain anyqualification observation reservation adverse remark or disclaimer.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
During the financial year 2018-19 no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company.
The Company believes in Zero Tolerance against bribery corruption and unethicaldealings /behaviors of any form and the Board has laid down the directives to counter suchacts. The Code has been posted on the Company's website www.pptinvestment.in
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by management and the relevant boardcommittees including the audit committee the board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2018-19.The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee of Directors in compliancewith provisions of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Committee's scope of work includesnominate the directors as per their qualifications experience and positive attributesdeciding on remuneration and policy matters related to remunerations of Directors andlaying guidelines for remuneration package or compensation.
The Committee comprises of Mr. Harshit Agarwal (Independent Director) Mr. SantoshKumar Kushawaha (Independent Director) and Ms. Shweta Gupta (Executive Director). Thedetails of the Nomination and Remuneration Committee and the attendance of its members areprovided in the Corporate Governance Report.
Nomination and Remuneration Policy
The details of Nomination and Remuneration Policy are covered in the CorporateGovernance Report. It is hereby affirmed that the remuneration paid is as per RemunerationPolicy of the Company. The Nomination & Remuneration Policy is attached with thisreport.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of directors to look into theredressal of complaints of investors such as transfer or credit of shares non-receipt ofdividend/notices/annual reports etc.
The Committee comprises of Mr. Harshit Agarwal (Independent Director) Mr. SantoshKumar Kushawaha (Independent Director) and Mr. Neeraj Singh (Executive Director).Thedetails of the Stakeholders Relationship Committee and the attendance of its members areprovided in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in Form No.MGT 9 has been enclosed with the Board's Report.
As required under Section 134(3)(a) of the Companies Act 2013 the extract of annualreturn shall be uploaded on the website of the Company www.pptinvestment.in
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess oflimits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are mentioned below:
(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
1. Remuneration of each Director and Key Managerial Personnel (KMP) along withparticulars of increase in remuneration during the financial year Ratio of remunerationof Directors to the Median Remuneration of employees.
|Name of the Director/ and KMP ||Designation ||Remuneration (Rs.) ||Increase (%) ||Ratio of Director's Remuneration to Median remuneration |
| || ||2018-2019 || || |
|Mr. Vinod Kumar Bansal ||Managing Director ||0 ||0 ||- |
|Mr. Santosh Kumar Kushawaha ||Independent Director ||0 ||0 ||- |
|Mr. Harshit Agarwal ||Independent Director ||0 ||0 ||- |
|Ms. Shweta Gupta ||Director (Non- Executive) ||0 ||0 ||- |
|Mr. Neeraj Singh ||Director (Executive) ||- ||- ||- |
|Ms. Usha Sharma ||Chief Financial Officer ||360000 ||25% ||1.75:1 |
2. The median remuneration of the Company for all its employees is Rs. 209875/-for thefinancial year 2018-2019. 3. The Percentage decrease in median remuneration of employeesin the Financial Year: 9.88% 4. Number of permanent employees on the rolls of the Company:Sixteen (As at 31st March 2019).
5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
6. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 it is affirmed that the remunerationpaid to the Directors Key Managerial Personnel is as per the remuneration policy of theCompany.
B) Statement of particulars of employees pursuant to Rule5((2) Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 N.A.
(C) Statement of particulars of employees pursuant to Rule 5 (3) Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014- N.A.
Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees; support and co-operation extended by the valued business associates of theCompany.
| || ||For and on behalf of Board |
| || ||For Pankaj Piyush Trade and Investment Limited |
|Date: 04.09.2019 ||Sd/- ||Sd/- |
|Place: New Delhi ||Vinod Kumar Bansal ||Shweta Gupta |
| ||Managing Director ||Director |
| ||DIN:-00243709 ||DIN:-07452923 |