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Pariksha Fin-Invest-Lease Ltd.

BSE: 539481 Sector: Financials
NSE: N.A. ISIN Code: INE270F01010
BSE 05:30 | 01 Jan Pariksha Fin-Invest-Lease Ltd
NSE 05:30 | 01 Jan Pariksha Fin-Invest-Lease Ltd

Pariksha Fin-Invest-Lease Ltd. (PARIKSHAFININV) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting the 27th Annual Report and theAudited Financial Statements of your Company for the year ended 31stMarch 2020.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31st March 2020are as under:

(In Rupees)

Year Ended Year Ended
31.03.2020 31.03.2019
Total Revenue 5506872 49312441
Profit/ (Loss) before Depreciation & Tax (543231) 41307250
Less : Depreciation 23615 45001
Profit before Tax (566846) 41262249
Less : Provision for tax:-
Current Tax 19400 252253
MAT Credit entitlement 7063
Deferred Tax Charge/(Credit) (551046) 1400941
Profit / (Loss) after Taxation (42262) 39609055
Profit / (Loss) for the period (42262) 39609055
Total Other Comprehensive Income
Profit / (Loss) for the Year after comprehensive income (42262) 39609055
Prior Period Items
Amount carried to Reserves 90157160 50818105
Profit / (Loss) carried to Balance Sheet 90114898 90157160

PERFORMANCE OF THE COMPANY

The working of your company for the year under review resulted in a total revenue ofRs.5506872/- as against Rs. 49312441/- in the previous year and loss ofRs.42262/- as against profit of Rs. 39609055/- in the previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2019-20.

SHARE CAPITAL

During the year under review the Company has not issued any shares including EquityShares Shares with Differential Voting Rights Stock Options Sweat Equity etc. TheCompany has not bought back any equity shares during the year 2019-20.

As on 31st March 2020 none of the Directors of the Company hold shares ofthe Company except Mrs. Amita Adlakha Managing Director of the Company who is holding337500 (9%) equity shares and Mr. Harnand Tyagi who is holding 20200 (0.53%) equityshares.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Amita Adlakha Managing Director of the Companyis liable to retire by rotation and being eligible offers herself for re-appointment. TheBoard recommends the re-appointment of Mrs. Amita Adlakha as Director in the ensuing AGMof the Company. Brief particulars of directors to be appointed/reappointed i.e. Mrs. AmitaAdlakha including her qualification experience name of listed entities in which theyhold the Directorship and Chairmanship/ membership of the Committees of the Board asstipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are given as Annexure to the Notice convening the AnnualGeneral Meeting.

All the Directors have made necessary disclosures as required under various provisionsof the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 andstate that: i. In the preparation of Annual Accounts for the year ended 31stMarch 2020 the applicable accounting standards have been followed with properexplanation relating to material departures if any; ii. they have selected appropriateaccounting policies and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2020 and of the loss of the Company for theyear ended on that date; iii. they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; iv. they have prepared the annual accounts on a ‘going concern'basis; v. they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; andvi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITORS

In accordance with the provisions of the Act the members of the Company at their 24thAGM of the Company held in the year 2017 has appointed M/s B.K. Kapur & Company asStatutory Auditors of the Company to hold office from 24th AGM till theconclusion of 29th AGM to be held in calendar year 2022.

AUDITORS' REPORT

The Notes on financial statement referred to in the Auditors' Report are selfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 amended uptodate and other applicable provisions if any M/s Akshat Garg & AssociatesPracticing Company Secretaries conducted the Secretarial Audit of the Company for theFinancial Year 2019-20.

The Secretarial Audit Report for the financial year ended 31st March 2020is attached and marked as "Annexure-1" and forms part of the Board'sReport. The observations made by the Secretarial Auditors in their report are selfexplanatory and therefore do not call for any further explanations/comments. The Auditors'Report does not contain any qualification reservation or adverse remark.

DEPOSITS

Your Company has neither accepted nor renewed any deposit within the meaning of Section73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.There were no unclaimed deposits at the end of Financial Year i.e. 31st March2020.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 7 (Seven) Board Meetings were convened. Other details ofBoard Meetings held are given in the Corporate Governance Report. The maximum intervalbetween any two meetings didn't exceed 120 days as prescribed in the Companies Act 2013.

AUDIT COMMITTEE

The Company has in place Audit Committee as per the provisions of section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of terms of reference composition of theAudit Committee number and dates of meeting held attendance of members and other detailsare given separately in the attached Corporate Governance Report. The Audit Committeesatisfies the requirements of Section 177 of the Companies Act 2013 read with Regulation18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Allrecommendations made by the Audit Committee during the year were accepted by the Board.

SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary Joint Venture and/or Associate Company.

EXTRACT OF ANNUAL RETURN

As per the provisions of Section 92 of the Companies Act 2013 read with Rule 12 ofCompanies (Management and Administration) Rules 2014 amended upto date the extract ofthe Annual Return is attached and marked as "Annexure-2" to this Board'sReport. The extract of Annual Return is also available on the Company's website i.e. www.pfil.inand weblink of the same ishttp://www.pfil.in/uploads/board_meeting/Pariksha_Annual_Report_2019-2020.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 of the Companies Act 2013 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas in place Vigil Mechanism/ Whistle Blower Policy (the "Policy") which laysdown the principles and standards governing the management of grievances and concerns ofemployees and directors of the Company. The policy shall enable the employees and thedirectors of the Company to report their genuine concerns or grievances about the actualand potential violation of the principles and standards laid down herein. Such policyshall provide for adequate safeguards against victimization of directors and employees whoavail such mechanism and also make provisions for direct access to the Chairperson ofAudit Committee in exceptional cases. The aforesaid policy can be accessed on theCompany's website www.pfil.in and weblink of the same ishttp://pfil.in/uploads/policies/vigil-mechanism-policy.pdf.

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesmade thereunder and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has in place Nomination & RemunerationCommittee and the details of terms of reference number and dates of meeting heldattendance and other details are given separately in the attached Corporate GovernanceReport. The Board on the recommendation of Nomination & Remuneration Committee hasframed a policy i.e. Nomination and Remuneration Policy for selection and appointment ofDirectors senior managerial personnel and their remuneration. The aforesaid policy can beaccessed on the Company's website i.e. www.pfil.in and weblink of the same ishttp://pfil.in/uploads/ policies/nomination-and-remuneration-policy.pdf

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out aformal annual evaluation of its own performance that of its committees and Directorsindividually. The manner in which the evaluation has been carried out has been explainedin the attached Corporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company being a Non-Banking Finance Company (NBFC) the provisions of Section 186of the Companies Act 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013

All related party transactions entered during the year are negotiated on an arms-lengthbasis and are in ordinary course of business. There have been no materially significantrelated party transactions made by the Company with the promoters key managerialpersonnel and/ or with any director of the Company. Hence the disclosure as required inSection 134(3)(h) in the prescribed form AOC-2 is not required. Further the suitabledisclosure as required in IND AS-24 regarding Related Party transactions has been made inthe notes to financial statements. The Company's policy for Related Party Transactionplaced it on Company website: www.pfil.in and weblink of the same is: http://pfil.in/uploads/policies/rpt-policy.pdf.

PARTICULARS OF EMPLOYEES

As the Company is not paying any remuneration to any Directors/IndependentDirectors/Non-Executive Directors or Managing Director. Therefore particulars ofemployees as required under section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended upto date isnot required to be provided in the report. However the information on employees'particulars is available for inspection by the members at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAGM. If any member is interested in obtaining a copy thereof such member may write to theCompany Secretary of the Company in this regard.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is a Loan and Investment Company and has no manufacturing activity orother operations the provisions of Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are not applicable. Also there were no foreign exchangeearnings or outgoing during the financial year ended 31st March 2020.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Corporate Governance Report along with a certificatefrom practicing Company Secretary on the Compliance of the condition of CorporateGovernance forms part of the Report and is given separately annexed and marked as "Annexure-3".

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Report on Management Discussion and Analysis for the year under review asstipulated under regulation

34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is enclosed herewith and marked as "Annexure-4".

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of thebusiness of the Company. A note has been provided under Management Discussion and AnalysisReport in this regard. The Company has an Audit Committee which ensures proper compliancewith the provisions of the Listing Regulations and Companies Act 2013 and also reviewsthe adequacy and effectiveness of the internal control.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Your Directors confirm that during the year under review there were no complaintsreceived pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. Also no complaint is outstanding as on 31.03.2020 forredressal.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as on date as the Company does not fall within the purview laid down for theapplicability of the provisions of section 135 of the Companies Act 2013 regardingCorporate Social Responsibility.

RISK MANAGEMENT POLICY

The Board reviews the operations of the organization followed by identifying potentialthreats to the organization and the likelihood of their occurrence and appropriateactions to address the most likely threats. However the elements of risk threatening theCompany's existence are very minimal.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the business AssociatesShareholders and Stock Exchange authorities for their continued patronage assistance andguidance. Further your Directors also acknowledge the dedicated services rendered by allthe employees of the Company.

For and on behalf of the Board

PARIKSHA FIN-INVEST-LEASE LIMITED

(HARNAND TYAGI) (AMITA ADLAKHA)
Place : Ghaziabad DIRECTOR MANAGING DIRECTOR
Date : 27.06.2020 (DIN : 00159923) (DIN : 00050772)

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