Your Directors are pleased to present the Thirty- Third Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2017.
The highlights of performance of the Company for the financial year 2016-17 were asunder with comparative position of previous year's performance:-
|PARTICULARS ||2016-2017 ||2015-2016 |
|Operating Income ||18553137 ||17515184 |
|Other Income ||- ||- |
|Total Income ||18553137 ||17515184 |
|Less: Total Expenses ||17805973 ||17016840 |
|Profit/(loss) before Depreciation & Taxes ||747164 ||498344 |
|Less: Depreciation ||402870 ||229352 |
|Less: Current tax ||63694 ||150000 |
|Less: Deferred Tax ||97492 ||28813 |
|Profit/(Loss) for the year ||183108 ||90179 |
The year 2016-17 was a year with excellent financial results as far as your Company isconcerned. The Gross Income for this period was Rs. 18553137 as against Rs. 17515184in the year 2015-16. The Total Expenditure for the period was Rs. 18208843. The Companyhad posted a record profit after tax of Rs. 183108 as against Rs. 90179 over theprevious year.
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.
The Company has transferred Rs. 40230/- to the special reserve u/s 45-IC of RBI Act1934.
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2017 stood at Rs. 11.31 Crore. Duringthe year under review the Company has not issued Shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2017 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at March 31 2017 in the prescribed form MGT 9 forms part of this reportand is annexed as "Annexure - A".
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met Eight (8) times in the year 2016-2017 The details of theBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
COMMITTEES OF THE BOARD
The Board of Directors 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.
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.
RELATED PARTY TRANSACTIONS
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 h a s be e n u p lo a de d o n t h e we b s i t e o f t h e C o m p a ny v i z .www.pawansutholdings.com. None of the Directors has any pecuniary relationship ortransactions vis--vis the Company.
EXPLANATION OF AUDITOR'S REPORT
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn't own any manufacturing facility.
However the Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety.
Your Company does not have any subsidiary / subsidiaries within the meaning of theCompanies Act 2013.
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. Familiarisation Programmes for Independent Directors.
7. Enterprise Risk Management Policy.
8. Related Party Transaction Policy
9. Board Diversity.
RISK MANAGEMENT POLICY
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
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 Regulation 1 7 ( 9 )o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c lo s u r e sRequirements)Regulations2015 Company has adopted risk management policy approved byBoard of Directors and established a risk management framework to identify mitigate andcontrol the risk and threatens of risk.
REMUNERATION AND NOMINATION POLICY
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.
The current composition of the Board of Directors of your Company is as under:-.
|SI. No. ||Name of Director ||Designation ||Date of Appointment |
| || || || |
|1. ||Mr. Laxman Singh Satyapal ||Chairman & Managing Director ||18/12/2000 |
|2. ||Mr. Pradeep Kumar Jindal ||Executive Director ||30/08/2006 |
|3. ||Mr. Rahul ||Independent Director ||13/11/2015 |
|4. ||Mr. Pawan Kumar Poddar ||Independent Director ||20/03/2011 |
|5 ||Ms. Seema Khandelwal ||Independent Director ||29/05/2014 |
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the key managerial personnel of theCompany under section 203 of the Companies act 2013 are as follows
|SI. No. ||Name of the Person ||Designation |
| || || |
|1. ||Mr. Laxman Singh Satyapal ||Managing Director |
|2. ||Ms. Shweta Gupta ||Company Secretory |
|3. ||Mr. Ajay Kumar Jindal ||Chief Financial Office |
B) RESIGNATION AND APPOINTMENT OF CHIEF FINANCIAL OFFICER
Mr. Vinit Kumar Sharma resigned as Chief Financial Officer of the Company with effectfrom June 30 2016. The Board has placed on record his sincere appreciation and gratitudefor contributions made by him during his tenure as Chief Financial Officer.
Further Mr. Ajay Kumar Jindal appointed as a Chief Financial Officer & KeyManagerial Personnel of the Company with effect from 13th February 2017 at the monthlyremuneration of Rs. 20000/- Per Month.
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions ofthe Companies Act 2013 Mr. Pradeep Kumar Jindal (DIN 00049715) will retire by rotationat the ensuing Annual General Meeting of the Company and being eligible offers himselffor re-appointment. The Board recommends his re-appointment.
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no order passed by any regulator or court or tribunal against the Companyimpacting the going concern concept or future operations of the Company.
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 Ms. VeenaInternal Auditor. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides bench marking controls with bestpractices 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 Auditors are periodicallyapprised of the internal audit findings and corrective actions taken. Audit plays a keyrole in providing assurance to the Board of Directors. Significant audit observations andcorrective actions taken by the management are presented to the Audit Committee of theBoard. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee.
The Company being a Non-Banking Finance Company has not accepted any deposits from thepublic during the year under review and shall not accept any deposits from the publicwithout obtaining prior approval of the RBI.
M/s. M. M. Goyal & Co. Chartered Accountants (Firm Registration Number 007198N)were appointed as Statutory Auditors of your Company at the Thirty- Second Annual GeneralMeeting (AGM) held on September 30 2016 from the conclusion of the said AGM tillconclusion of Thirty- Seventh Annual General Meeting. As per the provisions of Section 139of the Companies Act 2013 the appointment of Statutory Auditors is required to beratified by members at every Annual General Meeting. Accordingly the appointment of M/s.M. M. Goyal & Co. Chartered Accountants as Statutory Auditor of the Company isplaced for ratification by the shareholders.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder M/s. KPG & Associates Company Secretary Firm has been appointed toconduct a Secretarial Audit of the Company's Secretarial and related records for the yearended 31 March 2017. The Practicing Company Secretary has submitted his Report on thesecretarial audit conducted by him. which is annexed to this Board's Report.
The Secretarial Auditor's Report does not contain any qualification reservation oradverse remark.
PERFORMANCE EVALUATION OF THE DIRECTORS ETC.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation Framework. The Nomination andRemuneration Committee has laid down the criteria for performance evaluation of theindividual Directors and the Board. The framework of performance evaluation of theIndependent Directors captures the following points:
A) Key attributes of the Independent Directors that justify his / her extension /continuation on the Board of the Company;
B) Participation of the Directors in the Board proceedings and his / her effectiveness;
The evaluation was carried out by means of the replies given / observations made by allthe Independent Directors on the set of questions developed by them which brought out thekey attributes of the Directors quality of interactions among them and its effectiveness.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company viz.www.pawansutholdings.com.
Employees aware of any alleged wrongful conduct are encouraged to make a disclosure tothe Audit Committee.
No personnel of the Company were denied access to the Audit Committee.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section titled Report on CorporateGovernance has been included in this Annual Report. Your Directors are pleased to reportthat as on March 31 2017 your Company is fully compliant with the SEBI Guidelines onCorporate Governance.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance Certificate from the Auditors or Practicing Company Secretariesregarding compliance of conditions of corporate governance as stipulated in Regulation34(3) and Schedule V (c) and (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed with the report.
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts for the full yearending March 2017 and your Company continues to comply with the directives issued as wellas the norms prescribed by Reserve Bank of India for NBFCs.
Your Company is complying with all the guidelines of the Reserve Bank of India for NonBanking Finance Company. In terms of Para 13 of the NBFC Regulations the particulars asapplicable to the Company are appended to the Balance Sheet.
NON-BANKING FINANCIAL COMPANIES AUDITORS' REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors' Report (Reserve Bank)Directions 1998 a report from the statutory auditors to the Board of Directors has beenreceived by the Company.
(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
Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof this report. In terms of Section 136 of the Companies Act 2013 the same is open forinspection at the Registered Office of the Company. Copies of this statement may beobtained by the members by writing to the Company Secretary.
(C) There are no employees employed throughout the financial year and in receipt ofremuneration of Rs. 60 lacs or more or employed for part of the year and in receipt ofRs. 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
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 read with Rules thereunder the Companydid not receive any complaint of sexual harassment during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India is provided in a separate section andforms an integral part of this Report.
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13 2012 mandated the top 100listed 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 2017the 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 2017 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.
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standardoperating procedures are available across all businesses and functions. These are reviewedperiodically at all levels. The Company's Internal Audit is conducted by Ms. VeenaInternal Auditor of the Company. The Internal Auditor independently evaluates the adequacyof internal controls and reviews major transactions. The Internal Auditor report directlyto the Audit Committee to ensure complete independence.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.:
| ||For and on behalf of the Board of Directors |
| ||For Pawansut Holdings Limited |
|Place: Delhi || |
|Date: 01.09.2017 || |
| ||Sd/- |
| ||(Laxman Singh Satyapal) |
| ||Chairman & Managing Director |
| ||DIN : 00007258 |