TO THE MEMBERS
The Directors have pleasure in presenting the 24th Annual Report and the AuditedStatements of Accounts of your Company for the year ended 31st March 2017.
The financial results of the Company for the year ended on 31st March 2017 are asunder:
| ||(In Rupees) |
| ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Revenue from Operations ||8441120 ||8219938 |
|Profit/ (Loss) before Depreciation & Tax ||806286 ||(1771381) |
|Less: Depreciation ||22744 ||40895 |
|Less: Provision for tax:- || || |
|- Current Tax ||130335 ||- |
|- MAT Credit entitlement ||(130335) ||- |
|- Deferred Tax Charge/(Credit) ||238733 ||(536339) |
|Profit / (Loss) for the period ||544809 ||(1275937) |
|Prior Period Items ||- ||5947 |
|Profit / (Loss) carried to Balance Sheet ||544809 ||(1269990) |
PERFORMANCE OF THE COMPANY
The working of your company for the year under review resulted in revenue of Rs.8441120/- as against the revenue of Rs. 8219938/- in the previous year and profit ofRs.544809/- as against loss of Rs. 1269990/- in the previous year. During the yearunder review the Company has not change the nature of its business.
The Board of Directors has not recommended any dividend for the financial year 2016-17.
During the year under review the Company has neither issued any equity shares Shareswith Differential Voting Rights nor granted Stock Options and Sweat Equity. The Companyhas not bought back any equity shares during the year 2016-17.
As on 31st March 2017 none of the Directors of the Company held 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 as on 31stMarch 2017.
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 is liableto retire by rotation and being eligible offers herself for re-appointment. The Boardrecommends the re-appointment of Mrs. Amita Adlakha as Director in the ensuing AGM of theCompany. Brief particulars of the Mrs. Amita Adlakha her Qualification Experiencealongwith the name of Companies in which she holds the Directorship and Listed Companiesin which she holds Chairmanship/membership of the Committees of the Board as stipulatedunder Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are given as Annexure to the Notice convening the Annual GeneralMeeting.
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 31st March 2017 theapplicable accounting standards had been followed with proper explanation relating tomaterial departures;
ii. We have selected appropriate accounting policies and have 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 as at 31st March 2017 and of the profitsof the Company for the year ended on that date;
iii. We have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other 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 and thatsuch internal financial controls are adequate and were operating effectively; and
vi. We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
In terms of provisions of Section 139 of the Companies Act 2013 and Companies (Auditand Auditors) Rules 2014 an audit firm can hold office as statutory auditor for twoterms of five consecutive years.
The rules also laid down the transitional period of 3 years which can be served by theexisting Statutory Auditors of the company who have completed more than 10 years asStatutory Auditor in that particular company as on 01st of April 2014.
Accordingly R. K. Kumar & Associates was appointed as Statutory Auditor in 21stAGM for the transitional period of 3 years till the conclusion of 24th AGM. Thereforethey will retire in this AGM and new Auditor is required to be appointed as StatutoryAuditors.
The Audit Committee proposed and Board of Directors recommends the appointment of M/sB. K. Kapur & Company Chartered Accountants Ghaziabad as Statutory Auditors of theCompany in place of Rajendar K. Kumar & Associates to hold office from theconclusion of 24th AGM until the conclusion of the 29th AGM of the Company to be held inthe year 2022 subject to ratification by the Members at every AGM.
The Company has already received letters from the Auditors to the effect that theirappointment if made shall be in accordance with the conditions as prescribed in the Rule4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualifiedfor appointment within the meaning of Section 139 and 141 of the Companies Act 2013.
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 not containany qualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and otherapplicable provisions if any the Company has appointed M/s Akshat Garg & Associates(CP No. 10655) Practicing Company Secretaries Ghaziabad to do Secretarial Audit of theCompany for the Financial Year 2016-17. The Secretarial Audit Report for the financialyear ended 31st March 2017 is attached and marked as Annexure-1 and forms part of theBoard Report. The observation made by the Secretarial Auditors in their report are selfexplanatory and therefore do not call for any further explanations/comments. The AuditorsReport does not contain any qualification reservation or adverse remark.
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 2017.
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 Corporate Governance Report.
The Company has Audit Committee as per the provisions of Section 177 of Companies Act2013 which comprises 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
The extracts of the Annual Return as per the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 isannexed herewith and marked as Annexure -2 to this 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 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasin place 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
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance and Directors individually. The manner in whichthe evaluation has been carried out has been explained in the attached CorporateGovernance 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. 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 annexed with this Report. Furtherthe suitable disclosure as required in AS-18 regarding Related Party transactions has beenmade in the notes to financial statements. The Company's policy for Related PartyTransaction placed 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 Finance and Investment Company and has no manufacturing activityor other operations. The provisions of Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 are not applicable. There were no foreign exchangeearnings or outgoing during the financial year ended 31st March 2017.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. The Corporate GovernanceReport along with a certificate from practicing Company Secretary on the Compliance of thecondition of Corporate Governance forms a part of the Report and is given separatelyannexed 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 DisclosureRequirements) Regulations 2015 is 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 detailed note has been provided under Management Discussion andAnalysis Report. The Company has an Audit Committee which ensures proper compliance withthe provisions of the Listing Regulations and Companies Act 2013 and also reviews theadequacy 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. Hence no complaint is outstanding as on 31.03.2017 forredressal.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of Rs.500 Crores or more or turnoverof Rs.1000 Crores or more or net profit of Rs.5 Crores or more during any financial yearhave to spend atleast 2% of the average net profit of the Company made during the threeimmediately preceding financial years on activities specified in Schedule VII.
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 COMMITTEE
The Board has a Risk Management Committee which comprises three members. Other detailsabout the committee and terms of reference are given in the Corporate Governance Report.The Committee on a quarterly basis provide status updates to the Board of Directors ofthe Company. However the Company does not have any Risk Management Policy as on date asthe elements of risk threatening the Company's existence is 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.
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 Board of Directors || |
| ||PARIKSHA FIN-INVEST-LEASE LIMITED || |
| ||Sd/- ||Sd/- |
| ||(GOPALAIYER RAMARATHNAM) ||(AMITA ADLAKHA) |
| ||DIRECTOR ||MANAGING DIRECTOR |
| ||DIN: 00289752 ||DIN: 00050772 |
|Place : Ghaziabad || || |
|Dated : 29.05.2017 || || |