Pawansut Holdings Ltd.
|BSE: 535658||Sector: Financials|
|NSE: N.A.||ISIN Code: INE260M01017|
|BSE 00:00 | 26 Apr||Pawansut Holdings Ltd|
|NSE 05:30 | 01 Jan||Pawansut Holdings Ltd|
|BSE: 535658||Sector: Financials|
|NSE: N.A.||ISIN Code: INE260M01017|
|BSE 00:00 | 26 Apr||Pawansut Holdings Ltd|
|NSE 05:30 | 01 Jan||Pawansut Holdings Ltd|
Your Directors' have pleasure to present the Thirty- Fifth Annual Report of yourCompany Pawansut Holdings Limited for the financial year ended March 31 2019. In linewith the requirements of the Companies Act 2013 and the rules framed thereunder thisreport covers the financial results and other developments during the Financial Year 1stApril 2018 to 31st March 2019.
The highlights of performance of the Company for the financial year 2018-19 were asunder with comparative position of previous year's performance:-
During the year under review your company's turnover is INR 7371234/- as against INR13936496/- for the last year. The net loss of the Company is INR 21766 as against netprofit of INR 23229 for the last year.
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in themarket the earnings of the Company during the F.Y. 2018-2019 are at the same level as incomparison with the previous F.Y. 2017-2018.
Further the management of the Company is in process of adopting various measures toenable the Company to be in a position to raise funds in order to enable the Company toenhance its NBFC Business.
Your Directors do not recommend any dividend for the year with a view to conserve theresources for future growth of the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
Your Board of Directors has transferred an amount of 2396/- to the Special Reservemaintained under Section 45-IC of the Reserve Bank of India Act 1934. The Company has nottransferred any amount to the General Reserve for the FY ended March 31 2019. Posttransfer of profits to reserves your Board decided to retain 8184408/- as surplus inthe Profit and Loss Account.
CHANGES IN SHARE CAPITAL
The authorized share capital of the Company is 12 Crore and the paid-up share capitalof the Company is Rs. 11.31 Crore. The Company had not issued any equity shares eitherwith or without differential rights during the FY 2018 - 2019 and hence the disclosurerequirements under Section 43 of the Companies Act 2013 and Rule 4 (4) of the Companies(Share Capital and Debentures) Rules 2014 is not applicable.
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company has no subsidiary/joint venture/associate company and hence the provisionsrelating to the same under the Companies Act 2013 and Rules made thereunder are notapplicable to the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of your Company consists of the following four Directors:
The composition of the Board is in line with the requirements of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Allthe Directors are having vast knowledge and experience in their relevant fields and theCompany had benefitted immensely by their presence in the Board. The key Boardqualifications expertise attributes are given in details in the Report on CorporateGovernance forming part of this Report.
Mr. Ram Kishore Bansal (DIN:05195812) will retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment. The detailed profile of Mr. Ram Kishore Bansalrecommended for re- appointment is enclosed with the Notice for the 35th AGM of theCompany.
a) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2018-2019.
During the year Mr. Pawan Kumar Poddar has resigned from the post of Directorship asan Independent Director w.e.f June 12 2019 due to other pre-occupations. He is occupiedwith his family business. He also confirmed that there was no material reason for hisresignation from Board of Director of the Company as Independent director other than whatis mentioned herein above.
Mr. Ram Kishore Bansal was appointed as a Managing Director on the Board w.e.f.November 13 2017 and Shareholders has given their consent for appointment in the AnnualGeneral Meeting held on August 29 2018.
Ms. Garima Gangwani who was appointed as the Company Secretary (KMP) and ComplianceOfficer of the Company at the Board Meeting held on March 18 2019 u/s 203(1) of theCompanies Act 2013 read with rule 8 of Companies (Appointment and Remuneration) Rules2014.
Mr. Ram Kishore Bansal Managing Director Mr. Ajay Kumar Jindal Chief FinancialOfficer (CFO) and Ms. Garima Gangwnai Company Secretary are the Key Managerial Personnel(KMP) as recorded by the Board as on March 312019.
b) Declaration by an Independent Director(S)
The Board confirms that all the Independent Directors on the Board have given adeclaration of their Independence to the Board as required under Section 149(6) of theCompanies Act 2013.
c) Formal annual evaluation
The Board of Directors has devised a policy for the performance evaluation andaccordingly evaluation process was carried for the financial year for Board of DirectorsBoard Committees Independent Directors and other individual Directors.
The detailed note on the annual Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015 is given inthe Report on Corporate Governance which forms part of this Report.
d) Policy on Nomination & Remuneration
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained in the Corporate Governance Report.
e) Meetings of the Board
During the FY 2018 - 2019 your Board of Directors met Ten (10) times. More detailsabout the meetings of the Board is given the Report on Corporate Governance forming partof this Report.
(f) Committees of the Board
The Company has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS COURTS AND TRIBUNALS
Your Directors confirm that there were no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate system of internal financial control and risk mitigationsystem commensurate with the size of the Company and nature of its business. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The Audit committee actively reviews theadequacy and effectiveness of the Internal Financial control and suggests the improvementsfor the same.
AUDIT & AUDITORS
M/s. M. M. Goyal & Co Chartered Accountants (Firm Registration Number 007198N)were appointed as the Auditor of the Company by the shareholder in the 32nd Annual GeneralMeeting for a period of 5 years i.e. up to 37th Annual General Meeting of the Companysubject to ratification at each Annual General Meeting.
However Ministry of Corporate Affairs vide its Notification dated 7th May 2018amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014 andaccordingly provisions of requirement of ratification of appointment of auditor at everygeneral meeting is dispensed with. Therefore at the ensuing general meeting members arenot required to ratify Auditor's appointment and M/s. M. M. Goyal & Co will continueto act as Statutory Auditors for the remaining period of the term till the 37 AnnualGeneral Meeting.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
The Board has duly examined the Statutory Auditors' Report to the accounts which isself-explanatory. Clarifications wherever necessary have been included in the Notes tothe Accounts section of the Annual Report. Further your Directors confirm that there areno qualifications reservations or adverse remarks or disclaimers in the IndependentAuditor's Report provided by Statutory Auditors for the FY 2018 - 2019.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Auditors have not reported any fraud(s) during the period under review.
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder M/s. KPG & Associates Company Secretary Firm was appointed to conduct thesecretarial audit for the financial year 2018-19. The Secretarial Audit Report in MR-3submitted by the Secretarial Auditor for the FY 2018 - 2019 is enclosed to this report as "AnnexureC".
COMMENTS ON SECRETARIAL AUDITORS' REPORT
The Board's responses to the qualifications and other observations are as follows. TheSecretarial Auditors (Auditors) have submitted their report in form No. MR 3 and qualifiedtheir opinion/observations in respect of the secretarial Audit conducted for the financialyear 2018- 19 as under and the Board's responses are given against each qualification/observation as follows:
1. The Last Company Secretary of the Company had resigned on April 02 2018 Howeverthe Company has appointed a Company Secretary only on March18 2019 which is beyond theprovided stipulated period of 6 months.
2. The Company has not paid Annual Listing of Bombay Stock Exchange for quarter endedDecember 2018 and March 2019 which is Non- Compliance of Regulation 14 of (Listingobligations and disclosure requirements) regulations 2015.
3. The Company has not filed MGT 14 for Appointment of Internal Audit as on date ofsigning of this Report.
4. The Company has not obtained membership from 4 Credit Information Companies (CICs)as directed by Reserve Bank of India.
1. The Company has a sound record of listing compliances since its listing. In spite ofbest efforts to locate a suitable candidate for the position of Company Secretary andCompliance officer the Company could fulfill the provisions of Section 203(1) of theCompanies Act 2013 read with Rule 8 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Regulation 6(1) of SEBI (LODR) Regulations 2015only on 18th March 2019that being compliant as on 31st March 2019.
2. The Company has a track record of duly making the payment to the Bombay StockExchange. However this time the delay is because of the unstable financial condition ofthe Company and the company is in the process of payment of fees as the amount involved ishefty.
3. The Company shall file the form MGT 14 for Appointment of Internal Auditor as soonas possible
4. The Company has initiated the process of obtaining memberships with all the CreditInformation Companies and shall get itself registered. The delay in the registration isbecause of the payment of the Registration fee of Rs 70800/- . At present the Company isfacing severe financial crisis and will soon get itself registered.
The Management has taken on record all the qualification of the auditor. The Companywill due care of all the compliances so that such non compliance not repeated innear future.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy: Since the Company is not engaged in any manufacturing activityissues relating to conservation of energy and technology absorption are not quite relevantto its functioning.
Technology absorption: The Company has not imported any technology. Hence theparticulars with respect to efforts made towards technology absorption and benefitsderived etc. are not applicable to the Company.
Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earnings and outgoduring the year under review.
WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company has in place a comprehensive Whistle Blower Policy in compliance withSection 177 (9) & 177 (10) of the Companies Act 2013 and as per Regulation 4 (2) (d)(iv) & 34 (3) read with Para 10 of Part C of Schedule V of the SEBI (LODR)Regulations 2015.
A brief note on the highlights of the Whistle Blower Policy and compliance with thesame is also provided in the Report on Corporate Governance which forms part of thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz. www.pawansutholdings.com. None of theDirectors has any pecuniary relationship or transactions vis--vis the Company.
PARTICULARS OF EMPLOYEES
(A). The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as "Annexure- B" to this Report.
(B). The statement containing particulars of employees as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company. Copies of this statement may be obtained by themembers by writing to the Company Secretary.
(C) There are no employees employed throughout the financial year in receipt ofremuneration of one crore and two lakh rupees or more or employed for part of the year inreceipt of eight lakh and fifty thousand rupees per month or more to be reported underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
CORPORATE GOVERNANCE REPORT
Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 27 read with Part E of Schedule II and Schedule V of the SEBI (LODR)Regulations 2015 on Corporate Governance. The detailed Report on Corporate Governancealong with certificate on Corporate Governance from the Statutory Auditors forms part ofthis Report.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report for the year under review is included asa separate section and forms part of this Report.
FAIR PRACTICE CODE
The Company has in place a Fair Practice Code approved by the Board in compliancewith the guidelines issued by the RBI to ensure better service and provide necessaryinformation to customers to take informed decisions.
The FPC is available on the website of the Company at:http://www.pawansutholdings.com/fair_practice_code.html. The FPC is also reviewed by theBoard at frequent intervals to ensure its level of adequacy and appropriateness.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inMGT-9 is annexed as part of this report vide "Annexure-A". The weblinkfor the same is www.pawansutholdings.com.
POLICIES OF THE COMPANY
Your Company has posted the following documents on its websitewww.pawansutholdings.com:
1. Code of Conduct
2. Whistle Blower Policy/ Vigil Mechanism Policy
3. Fair Practice Code as per RBI Norms.
4. Policy on criteria for determining materiality of events.
5. Preservation of Documents and Archival Policy.
6. Familiarization Programmes for Independent Directors.
7. Enterprise Risk Management Policy.
8. Related Party Transaction Policy
9. Board Diversity.
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressingthem in ways that manage uncertainties minimize potential hazards and maximizeopportunities for the good of all our stakeholders including shareholders customerssuppliers regulators and employees. Risks can be broadly classified as StrategicOperational Financial and Legal/Regulatory.
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 Company has adopted risk management policy approved by Board ofDirectors and established a risk management framework to identify mitigate and controlthe risk and threatens of risk.
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The Company's internal control systems are conducted by Internal Auditor.The main thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides bench-marking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors and Statutory Auditor are periodicallyapprised of the internal audit findings and corrective actions are taken thereafter. Auditplays a key role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.
DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility prescribed under the provisions of Sec 135 of theCompanies Act 2013 is not applicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
The Company being a Non-accepting Non-Banking Finance Company has not accepted anydeposits from the public during the year under review and shall not accept any depositsfrom the public without obtaining prior approval of the RBI.
Cost Audit specified under Section 148 of the Companies Act 2013 does not apply to theCompany since the turnover of the Company is less than the limit prescribed.
The Company's shares are listed at BSE Limited (BSE) with Scrip Code No.535658.
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2019 andyour Company continues to comply with the directives issued as well as the normsprescribed by Reserve Bank of India for NBFCs.
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as "Category 'B' Non- BankingFinance Company". The Company has complied with all the applicable regulations of theReserve Bank of India.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Your Directors state that during theYear under review there were no case filed /pending.
Electronic copies of the Annual Report 2018-19 and the Notice of the 35th AGM are sentto all members whose email addresses are registered with the Company / depositoryparticipants. For members who have not registered their email addresses physical copiesare sent in the permitted mode.
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13 2012 mandated the top 500listed entities based on market capitalization at BSE and NSE to include BusinessResponsibility Report (BRR) as part of the Annual Report describing the initiatives takenby the companies from Environmental Social and Governance perspective. Accordingly thiscircular is not applicable to our company.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:
i) that in the preparation of the Annual Accounts for the year ended March 31 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii) the directors had selected such accounting policies and applied them consistentlyand made judgements 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 March 31 2019 and of the profit ofthe Company for the year ended on that date;
iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Directors wish to express their appreciation for the continued cooperation offinancial institutions. The Directors also wish to thank the employees for theircontribution support and continued co-operation throughout the year.