Peoples Investment Ltd.
|BSE: 501144||Sector: Financials|
|NSE: N.A.||ISIN Code: INE644U01015|
|BSE 00:00 | 26 Mar||Peoples Investment Ltd|
|NSE 05:30 | 01 Jan||Peoples Investment Ltd|
|BSE: 501144||Sector: Financials|
|NSE: N.A.||ISIN Code: INE644U01015|
|BSE 00:00 | 26 Mar||Peoples Investment Ltd|
|NSE 05:30 | 01 Jan||Peoples Investment Ltd|
Your Directors are pleased to present the 40th Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2020.
SUMMARISED FINANCIAL RESULTS:
During the year ended 31st March 2020 there is no change in the issuedsubscribed and paid up share capital of the Company. The paid-up capital as on 31st March2020 stood at Rs.704.08 lakhs divided into 35204000 equity shares of Rs.2/- each.
During the year under review no bonus shares are issued by the company.
In view of the loss incurred during the year no dividend could be recommended by yourBoard of Directors for the financial year 2019-20.
Transfer to Reserves
The current year loss of Rs. (5979878) has been transferred to Reserves &Surplus.
Capital Expenditure on Assets
During financial year 2019-20 the company has not incurred any capital expenditure.
Particulars of Loans Guarantee and Investment
Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the Notes to the Standalone Financial Statements provided in this AnnualReport.
Maintenance of Cost Records
Your company is not required to maintain cost records under sub- section (1) of section148 of the Companies Act 2013.
The last quarter of FY 2019-20 was greatly affected due to on-going COVID-19 pandemic.To contain this unprecedented pandemic situation Indian government had imposed acountry-wide lockdown from last week of March 2020 onwards.
Since there were no employees in the company and no major business operations theimpact of Covid on the company's operation was minimal and limited only to the compliancespart.
But the impact of COVID on the Indian economy and the Infrastructure industry has beensignificant which will render it difficult for the company to procure new projects soon.However the management is trying its best to get new projects and revive the financialposition of the company.
Management Discussion and Analysis
(a) Overview of Indian Economy
India has emerged as the fastest growing major economy in the world and is expected tobe one of the top three economic powers in the world over the next 10-15 years backed byits robust democracy and strong partnerships.
(b) Industry structure and developments:
Infrastructure sector is the key driver of the Indian economy. The core business of thecompany is infrastructure and developer sector. The infrastructure sector has become thebiggest focus area of the Government of India.
The Government of India is expected to invest highly in the infrastructure sectormainly highways renewable energy and urban transport. In April 2020 the Government set atarget of constructing roads worth Rs 15 lakh crore in the next two years. NHAI will beable to generate revenue of Rs one lakh crore from toll and wayside amenities over thenext five years.
The year 2019-20 was challenging due to various factors. Inflationary pressuresvolatility in fuel prices and fluctuating prices of raw materials had posed variouschallenges to the industry. The year 2020 also entered with lower growth projections onthe economic front led by global economic slowdown and now the coronavirus pandemic hasfurther turned the growth gloomy. Although RBI and government has announced severalmeasures to keep the economy intact and to mitigate the impact of lockdown the normalcyin the business will take some time.
The board feels that the initiatives and plans by the government for the infrastructuresector will attract lot of capital for its development. The growth and development ofIndia lies with the Infrastructure Development of the country. Considering the growth ofthe company in infrastructure business and taking into account the available opportunitiesin the Infrastructure Business the Board has decided to focus only on infrastructure/realestate projects.
The Board Strongly feels that by venturing into the infrastructure and realty businessin the days to come the wealth of the shareholders will enhance.
(d) Risks and Concerns
Infrastructure projects often suffer crippling time and cost overruns due to delays inthe construction phase because of the following issues: land issues rights of waypractical environmental challenges and other delays in securing consents. These challengesrestrain the sector from yielding full benefits of the potential growth.
(e) Opportunities and Threats
Over the last decade India has built some world class infrastructure facilities. Roaddevelopment is recognized as essential to sustain India's economic growth. A largecomponent of highways is to be developed through public private partnership. Factors likelarge demand and supply gap in affordable housing low housing loan interest rates taxincentives and growing middle class with higher savings are expected to contribute to therapid growth in real estate sector. The major threat in this industry is that the burdenis on developer because of execution delay. Several announced projects are yet to becompleted.
(f) Operational Segmentwise and Financial Performance of Business
The Company could not get any new infrastructure project during the year and there wasno operations in the company hence segment wise performance comparison is not possible.The outbreak of COVID-19 pandemic has significantly impacted businesses around the world.A 21 days nationwide lockdown was ordered in India by the Government which was extendedtwice. Although the lockdown has been lifted with specified restrictions and relaxationsbut no sign of normal working condition is seen in sight. This has resulted in significantreduction of economic activities. The Management is trying its best for procuring anddeveloping this segment.
The company has registered a total income of Rs. 14.5 lakhs during the year. The Profitbefore Interest Tax and Depreciation was Rs.5.49 lakhs. The net loss for the year isRs.59.79 lakhs.
(g) Internal control systems
The Company has in place a well-established internal control procedure covering variousareas such as procurement of raw materials for projects infrastructure planning qualitycontrol maintenance planning marketing cost management and debt servicing. Necessarychecks and balances have been instituted for timely correction.
(h) Development in Human Resources/Industrial Relations
Since there were no employees during the year the above meetings have not beenconducted.
(i) Details of Significant Changes in Key Financial Ratios and Return on Networth
Since there were no business in the Company above details are not required
Change in the Nature of Business
During the period under review there is no change in the nature of business of theCompany.
The assets of the company has been adequately insured.
Environmental Protection Health and Safety (EHS)
EHS continues to receive the highest priority in all operational and functional areasat all locations of your Company. Systematic process safety analysis audits periodicsafety inspections are carried out by expert agencies and suitable control measuresadopted for ensuring safe operations at the site. Various processes as required forPollution Control and Environmental Protection are strictly adhered to. But since therewas no operation during the year these processes have not been followed.
Material Changes Affecting Financial Position Between the End of Financial Year andDate of Board Report
There is no material change affecting the financial position between the end offinancial year and date of board report.
Details of Subsidiaries Associate Companies and Joint Venture
There is no subsidiary associate company or a joint venture.
Details of Companies That has Ceased to Be Subsidiary Associate or Joint Ventures
There were no subsidiary associate or a joint venture company.
Consolidated Financial Statements
As on 31.03.2020 there was no subsidiary or associate of the company henceconsolidated financial statements have not been prepared.
Board of Directors
Your company's Board of Directors comprises of the following Directors
Directors and Key Managerial Personnel
During the year under review Mohd Israil Haji Mohd Hanif Sheikh (Director) and Mr.Balkishan Bang (Independent Director) tendered their resignation. The board place onrecord its gratitude for the services rendered by them during their tenure.
Mr. Kamlesh Prasad who is a Whole Time Director retires by rotation at the ensuingAnnual General Meeting and is eligible for reappointment.
Ms. Reenal Kamdar has been reappointed as an Independent Director subject toshareholders approval in the ensuing AGM.
Mr. Naresh Saboo has been re-appointed as Managing Director subject to shareholdersapproval in the ensuing AGM.
Mr. Kamlesh Prasad has been re-appointed a Whole Time Director subject to shareholdersapproval in the ensuing AGM
Key Managerial Personnel
The Key Managerial personnel are Mr. Naresh Saboo Managing Director & CFO and Mr.Kamlesh Prasad as Compliance Officer. Both have not received any remuneration in FY2019-20 and do not receive sitting fees.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The performance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the Composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors of the board as a whole and performance of the Chairman was evaluated takinginto account the views of executive directors and non-executive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors atwhich the performance of the board its committees and individual directors were alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
Number of Board Meetings
Committees of The Board
a. Audit Committee
The Committee is mandated with the same terms of reference as specified in Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andalso confirms to the provisions of Section 177 of the Companies Act 2013. The Compositionof committee is Mr Harshal Madan Chairman and Members are Ms. Reenal Kamdar and MrNaresh Saboo. The Managing Director Internal Audit team and the Statutory Auditors of theCompany are permanent invitees to the meetings of the Audit Committee. The heads ofvarious monitoring/ operating departments are invited to the meetings as and whenrequired to explain details about the operations.
Further during this year all the recommendations of the Audit Committee have beenaccepted by the Board.
Reporting of Fraud by Auditors
During the year 2019-20 none of the Auditors has reported any instances of fraudcommitted against the Company by its officers or employees under section 143 (12) of theCompanies Act 2013.
Your Company's operating segments are established on the basis of those components ofthe Company that are evaluated regularly by the Board in deciding how to allocateresources and in assessing performance. These have been identified taking into accountnature of services the differing risks and returns and the internal business reportingsystems.
b. Nomination and Remuneration Committee
Policy of Directors Appointment and Remuneration
Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered under Nomination andRemuneration Policy.
c. Stakeholders Relationship Committee
Declaration of Independence from Independent Directors
Independent directors of the Company have submitted a declaration that each of themmeets the criteria of independence as provided in Sub-Section (6) of Section 149 of theAct. Further there has been no change in the circumstances which may affect their statusas Independent director during the year.
The Company has not paid any remuneration attracting the information required pursuantto Section 197 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. Hence no information is required to be appended to thisreport in this regard.
Familiarisation Programme of the Independent Directors
Periodic presentations are made by Senior Management Statutory at the Board/Committeemeetings on business and performance updates of the Company global business environmentbusiness risks and its mitigation strategy impact of regulatory changes on strategy etc.Updates on relevant statutory changes encompassing important laws are regularly intimatedto the Independent directors.
Corporate Social Responsibility
Board of Directors of the Company has serious concern about Corporate SocialResponsibility (CSR) and devised a CSR policy to carry out CSR initiatives in line withthe requirements specified under the Companies Act 2013. Since the Company has no averagenet profit there is no CSR Obligation for the FY 2019-20.
Your Company has devised Risk Management Policy which involves identification of thebusiness risks as well as the financial risks its evaluation monitoring reporting andmitigation measures. The Audit Committee and Board of Directors of the Companyperiodically review the Risk Management Policy of the Company so that management controlsthe risk through properly defined network. The details of risk management mechanism andkey risks faced by the Company are enumerated in the risk management policy.
Business Description and State of Company's Affairs
During the year 2019-20 the company had no new contracts and as the account of thecompany was NPA the company did not have any business operation.
As per SEBI Listing regulations Integrated Management Discussion and Analysis Reportforms part of this Report.
The Company has devised proper system to ensure compliance with the provisions of allSecretarial Standards issued by the Institute of Company Secretaries of India and thatsuch system are adequate and operating effectively.
Extract of Annual Return
The extract of annual return in Form MGT - 9 has been annexed with this report andforms part of this report.
The statutory auditors of the company are M/s. Vidhani Vaswani & Co who will becontinuing as per the terms of their appointment.
Independent Auditors' Report:
Independent Auditor has pointed out that there were no major business transactions andno employees in the company affecting its going concern. The borrowing of the company hadbeen classified as NPA and for which companies premises has been given as collateralsecurity the possession of that property has been taken by bank and the company hasvacated that property and shifted to a new place.
Remark by Board of Directors:
For the observation regarding the going concern your directors wish to state that thissituation is temporary in nature and in the near future business will be carried oneffectively. Further the company is trying to procure new business and contracts.
The classification of the borrowing of the company as NPA the management wish to statethat we are hopeful of revival and the situation is temporary in nature and will becleared shortly.
The Company had appointed M/s. Manoj Agrawal & Associates and Company CompanySecretary in Practice to undertake the Secretarial Audit of the Company for the financialyear 2019-20.
The Company has complied with applicable Secretarial Standard.
Secretarial Auditors' Report
Company appointed M/s Manoj Agrawal & Associates Practicing Company Secretaries asSecretarial Auditors to conduct Secretarial Audit of the Company for the financial year2019-20. The report of the Secretarial Audit for the financial year 2019-20 in FORM MR-3is annexed to this report and forms part of this report.
There is an observation regarding non appointment of Company Secretary under provisionsof the Companies Act 2013 for FY 2019-20 and that the company has defaulted to payListing fees AMC.
Secretarial Auditor Qualification Analysis
The observation for non-appointment of Company Secretary was mentioned in thesecretarial audit report.
The company is in search of whole-time company secretary however due to heavy lossespoor financial and other legal matters the company secretary are reluctant to join thecompany.
In regards to the default in payment of listing fees we wish to state that the accountof the company is NPA and there were not sufficient funds available to pay the listingfees. The company is trying its best to pay it at the earliest.
The company has disclosed in its board report all the information as required under TheCompanies Act 2013 and rules made there under.
Significant and Material Orders Passed by the Regulators
There is no significant or material order passed by any Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
During the year the Company has not accepted/ renewed any deposit from public. Thetotal deposits remained unpaid or unclaimed as at 31st March 2020 is Nil.There is no default in repayment of deposits or payment of interest thereon during theyear.
Related Party Transactions
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year therewere no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with the interest of the Company at large. Transactions entered with relatedparties have been explained in Form AOC -2 annexed with this report and forms part of thisreport.
Director's Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theDirectors would like to state that:
a. In the preparation of annual accounts for the financial year ended 31st March 2020the applicable accounting standards have been followed;
b. They had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for the year under review;
c. They had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. They had prepared the annual accounts for the financial year ended 31st March 2020on a going concern basis;
e. They had laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively and
f. They had devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
Internal Financial Controls with Reference to the Financial Statements
Your Company has internal financial control systems commensurate with the nature of itsbusiness size and complexity of its operations. Internal financial control systemsincludes policies and procedures which are designed to ensure reliability of financialreporting compliance with policies procedure applicable laws and regulations and thatall assets and resources are acquired economically used efficiently and adequatelyprotected.
Your Company has appointed a prominent Chartered Accountant firm as an Internal Auditorto monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and its subsidiaries and to report the same on quarterly basis toAudit Committee.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company audit performed by the Internal Statutory andSecretarial Auditors and the reviews performed by the relevant board committees includingthe audit & management committee the board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2019-20.
Listing of Shares
The shares of the company are listed on BSE Limited. The trading of the shares havebeen suspended since March 2020 as the company was not able to pay the listing fees.
Establishment of Vigil Mechanism
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. The policy has been uploaded on the Company's websitewww.diamantinfra.com. There were no complaints received during the year.
Prevention of Insider Trading
The Securities and Exchange Board of India (SEBI) vide notification dated January 152015 had put in place a new framework for prohibition of Insider Trading in securities andto strengthen the legal framework thereof. These regulations of the SEBI under the abovenotification had become effective from May 15 2015. Whereas on 31st December2018 the regulations were amended with Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018 effective from 1stApril 2019. Accordingly the Board has formulated Code of Conduct and Fair Disclosure forPrevention of Insider Trading Policy in accordance with Regulation 8 & 9 of Securitiesand Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 forregulating monitoring and reporting of Trading of Shares by Insiders. The Code lays downguidelines procedures to be followed and disclosures to be made while dealing with sharesof the Company. The details of the Code of Conduct and Fair Disclosure for Prevention ofInsider Trading are given in Annexure-8 of this Board's Report.
The company has not paid any remuneration to their directors or Key ManagerialPersonnel during the year ended 31st March 2020
VII. PENALTIES/PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were no penalties/punishment/compounding of offences for breach of any Section ofthe Companies Act against the Company or its Directors or other officers in default ifany during the year.
On behalf of the Board of Directors