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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 26th Annual Report and the AuditedFinancial Statements of your Company for the year ended 31st March 2019.

FINANCIAL RESULTS

The financial results of the Company for the year ended on 31st March 2019 are asunder:

(Rs. in Lakhs)
DETAILS Year ended 31.03.2019 Year ended 31.03.2018
Total Revenue 9391968 6794688
Profit/(Loss) before Depreciation & Tax 1386836 84817
Less : Depreciation 45001 41271
Less : Provision for tax:-
Current Tax 252253
MAT Credit entitlement (252253)
Deferred Tax Charge/(Credit) (2372852) 129986
Profit/(Loss) for the period 3714687 (86440)
Prior Period Items
Amount carried to Reserves
Profit / (Loss) carried to Balance Sheet 3714687 (86440)

PERFORMANCE OF THE COMPANY

The working of your company for the year under review resulted in a total revenue ofRs.9391968/- as against Rs. 6794688/- in the previous year and profit ofRs.3714687/- as against loss of Rs. 86440/- in the previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2018-19.

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 2018-19.

As on 31st March 2019 none of the Directors of the Company hold shares of the Companyexcept Mrs. Amita Adlakha Managing Director of the Company who is holding 337500 (9%)equity shares and Mr. Harnand Tyagi who is holding 20200 (0.53%) equity shares.

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 Company isliable 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. Mr. Harnand Tyagi Independent Director of the Company is liable toretire at ensuing Annual General Meeting who was appointed for a term of five years intwenty first Annual General Meeting as per the provisions of Section 149 of the CompaniesAct 2013. Considering his qualification vast experience and good knowledge of legalmatters the Board proposed his appointment for a second term of five consecutive yearsfrom this AGM of the Company. Mr. Gopalaiyer Ramarathnam is proposed to be appointed as anIndependent Director of the Company who has resigned from the post of directorship on30.03.2019 pursuant to Regulation 17 (1A) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 being over 75 years of age. The Board considering hisexperience and expertise in the corporate advisory legal matters finance & taxationand his good understanding of the business recommends the appointment of Mr. GopalaiyerRamarathnam on the Board as Independent Director in the ensuing AGM of the Company.

Brief particulars of directors to be appointed/reappointed i.e. Mrs. Amita Adlakha Mr.Harnand Tyagi and Mr. Gopalaiyer Ramarathnam including their qualification experiencename of listed entities in which they hold the Directorship and Chairmanship/membership ofthe Committees of the Board as stipulated under Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are given as Annexure to theNotice convening the Annual General 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.

During the year Mr. Sanjay Kumar Srivastava has resigned from the post of directorshipwhile Mr. Harish Kumar Dhingra has been appointed as Independent Director of the Companyon 7th May 2018.

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 the applicable accounting standardshave been followed with proper explanation relating to material departures; ii. We haveselected appropriate accounting policies and have applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and of the profit of theCompany for the year ended on that date; iii. We have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; iv. We have prepared the annual accounts on a ‘going concern'basis; v. We have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and vi.We have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

AUDITORS

In terms of provisions of Section 139 of the Companies Act 2013 and Companies (Auditand Auditors) Rules 2014 M/s B.K. Kapur & Company was appointed as StatutoryAuditors in 24th AGM for a period of 5 years till the conclusion of 29th AGM to be held incalendar year 2022 subject to ratification of their appointment at every Annual GeneralMeeting. However in terms of provisions of Companies (Amendment) Act 2017 therequirement for ratification of the auditors at every annual general meeting has beendispensed with. Therefore the shareholders are proposed to dispense with the ratificationof the appointment of M/s B.K. Kapur & Company in subsequent Annual General Meetings.

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

Akshat Garg & Associates (Practicing Company Secretaries) Secretarial Auditors ofthe Company has performed Secretarial Audit pursuant to the provisions of Section 204 ofthe Companies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Secretarial Audit Report for the financial year ended 31st March 2019 is attachedand marked as "Annexure-I" and forms part of the Board Report. The observationmade by the Secretarial Auditors in their report are self explanatory and therefore do notcall for any further explanations/comments. The Auditors' Report does not contain anyqualification 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 March 2019.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 12 (Twelve) Board Meetings were convened. Other detailsof Board Meetings held are given in 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 Audit Committee as per the provisions of Section 177 of Companies Act2013 which comprises of three members. Other details about the committee and terms ofreference are given in Corporate Governance Report.

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 the extract of the Annual Return isattached and marked as "Annexure-II" to this Board Report.

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 the Board has inplace Nomination & Remuneration Committee and the details of terms of referencenumber and dates of meeting held attendance and other details are given separately in theattached Corporate Governance Report. The Board on the recommendation of Nomination &Remuneration Committee framed a policy i.e. Nomination and Remuneration Policy forselection and appointment of Directors senior managerial personnel and theirremuneration. The aforesaid policy can be accessed on the Company's website www.pfil.inand 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 INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company being a Non-Banking Finance Company (NBFC) the provision of Section 186 ofthe 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. Further the suitable disclosure as requiredin AS-18 regarding Related Party transactions has been made in the notes to financialstatements. The Company's policy for Related Party Transaction placed it on Companywebsite: 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 2019.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure good Corporate Governance. TheCorporate Governance Report along with a certificate from practicing Company Secretary onthe Compliance of the condition of Corporate Governance forms part of the Report and isgiven separately annexed and marked as "Annexure-III".

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-IV".

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

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 31.03.2019 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 Associates and StockExchange authorities for their continued patronage assistance and guidance.

For and on behalf of the Board
PARIKSHA FIN-INVEST-LEASE LIMITED
Sd/- Sd/-
(HARNAND TYAGI) (AMITA ADLAKHA)
Place : Ghaziabad DIRECTOR MANAGING DIRECTOR
Date : 23.05.2019 (DIN : 00159923) (DIN : 00050772)