Your Directors are pleased to present the Forty First Annual Report together with theAudited Financial Statements of the Company for the financial year ended 31slMarch 2017. ^Management Discussion and Analysis forms part of this report.
1. Financial Performance
(Figures in Rs)
|Particulars ||Year ended 31.3.2017 ||Year ended 31.3.2016 |
|Income during the year ||401061 ||400482 |
|Depreciation ||- ||- |
|Profit before tax ||13726 ||35983 |
|Tax ||(19) ||(108) |
|Net Profit after tax ||13745 ||36091 |
|Surplus / (Deficit) brought forward ||(3493257) ||(3529348) |
|Surplus / (Deficit) as per Balance Sheet ||(3479512) ||(3493257) |
During the financial year 2016-17 your Company's income stood at ? 401061 as comparedwith ? 400482 in the previous financial year. There is no major change in the incomeduring the year under review as compared to the income of previous financial year.
There are no materia! changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.
In view of accumulated losses the Board has not recommended any dividend for thefinancial year 2016-17.
During the year under review no amount was transferred to General Reserve.
4. Share Capital
The paid up Equity Share Capital of the Company as on 31st March 2017 is ?20.00 lakhs. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock options or sweat equity. As on 31stMarch 2017 none of the Directors of the Company hold instruments convertible into equityshares of the Company.
5. Analysis and Review Industry Conditions:
The Financial Advisory Industry is one of the leading industries which is developingday by day creating more challenging opportunities.
Opportunity and Challenges:
The encouraging GDP growth projected for the country's economy will open new doors forthe Financial Advisory Sector thus the future of Financial Advisory Industry lookspromising. However there are several challenges and risks ahead which deserve anintegrated approach to managing the uncertainties and opportunities.
The total revenue from financial advisory services stood at ? 400000 as compared with? 400000 in the previous financial year. During the financial year 2016-17 there was nomajor change in the total revenue of the Company as compared to the total revenue of theprevious financial year.
6. Finance and Accounts
During the year under review the Company did not raise any finance. Your Companyprepares its financial statements in compliance with the requirements of the CompaniesAct 2013 and Generally Accepted Accounting Principles (GAAP) in India.
7. Subsidiaries/Joint Ventures/ Associates Companies
The Company does not have any subsidiary joint venture and associate company andtherefore furnishing of information on performance and financial position of subsidiaryjoint venture and associate company is not applicable to the Company.
8. Corporate Governance Report
In terms of the Regulation 15(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the compliance with thecorporate governance provisions is not mandatory to the Company therefore CorporateGovernance Report is not given.
9. Extract of the Annual Return
The extract of the Annual Return in form MGT-9 as on financial year ended 31stMarch 2017 as required under section 92 of the Companies Act 2013 is annexed asAnnexure -A and forms an integral part of this Report.
10. Directors and Key Managerial Personnel
Smt. Geethaa Ghaneckar retires by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment.
Shri R.K. Ganeriwala resigned from the office of the Director with effect from May 032017. The Board has placed on record its sincere appreciation and gratitude forcontributions made by him during his tenure as a Director of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
II. Key Managerial Personnel
At present the Company does not have Key Managerial Personnel.
III. Procedure for Nomination and Appointment of Directors
The Nomination and Remuneration Committee is entrusted with the responsibility fordeveloping competency requirement of the Board. The Nomination and Remuneration Committeemakes recommendations to the Board in relation to appointment of new Director.
IV. Criteria for Determining Qualification Positive Attributes and Independence of aDirector
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of Section178(3)
of the Companies Act 2013. The same is annexed as Annexure - B and forms an integralpart of this Report.
11. Board Meeting
During the financial year 2016-17 the Board met four times. The meetings were held on11th May 2016 25lh July 201627th October 2016 and 23rdJanuary 2017.
Attendance of Directors at the Board Meetings is as under:
|Sr. No. Name of the Director ||No. of Board Meeting attended |
|1 Shri S.L. Pokhama ||4 of 4 |
|2 Shri R.K. Ganeriwala ||4 of 4 |
|3 Shri R.A. Prabhudesai ||4 of 4 |
|4 Shri R. Narayanan ||4 of 4 |
|5 Shri Jitender Agarwal ||4 of 4 |
|6 Smt. Geethaa Ghaneckar ||4 of 4 |
12. Committees of the Board
I. Audit Committee
The Composition of Audit Committee is as under:
|i) Shri R.A. Prabhudesai : ||: Independent Director Member Chairman |
|ii) Shri R. Narayanan : ||: Independent Director Member |
|iii) Smt. Geethaa Ghaneckar : ||: Non-Executive Director Member |
During the financial year 2016-17 the Audit Committee met four times. The Meetingswere held on 11th May 2016 25th July 2016 27thOctober 2016 and 23rd January 2017.
Attendance of Audit Committee Members is as under:
|Sr. No. Name of the Member ||No. of Meetings attended |
|1 Shri R.A. Prabhudesai ||4 of 4 |
|2 Shri R. Narayanan ||4 of 4 |
|3 Smt. Geethaa Ghaneckar ||4 of 4 |
II. Nomination and Remuneration Committee
The composition of Nomination and Remuneration Committee is as under:
|i) Shri R. Narayanan : ||: Independent Director Member Chairman |
|ii) Shri R.A. Prabhudesai : ||: Independent Director Member |
|iii) Shri S.L. Pokhama : ||: Non-Executive Director Member |
In the financial year 2016-17 the Nomination and Remuneration Committee met only onetime and the Meeting was held on 11th May 2016. All members were present atthe meeting.
III. Stakeholders Relationship Committee
The composition of Stakeholders Relationship Committee is as under:
|i) Shri R.K. Ganeriwala : ||Non-Executive Director Member Chairman |
|ii Shri R.A. Prabhudesai : ||Independent Director Member |
|iii) Shri R. Narayanan : ||Independent Director Member |
During the financial year 2016-17 the Stakeholders Relationship Committee met twotimes. The Meetings were held on 29th September 2016 and 09thDecember 2016.
Attendance of Stakeholders Relationship Committee Members is as under:
|Sr. No. Name of the Member ||No. of Meetings attended |
|1 Shri R.K. Ganeriwala ||2 of 2 |
|2 Shri R.A. Prabhudesai ||2 of 2 |
|3 Shri R. Narayanan ||2 of 2 |
13. Performance Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualevaluation of its own performance Board Committees and individual Directors. Theperformance evaluation was carried out after seeking inputs from all the Directors andCommittee Members on the basis of criteria adopted in this regard. The Board expressedtheir satisfaction with the evaluation process.
14. Particulars of Loans Guarantees or Investments
The Company has not given any loan or guarantee or acquired investment falling withinSection 186 of the Companies Act 2013.
15. 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(www.pplsinvestments.com).
16. Nomination and Remuneration Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and other Employees of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetail of the policy is given in Annexure - C and forms an integral part of this Report.
17. 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 are not attracted.
18. Significant and Material Orders Passed by the Regulator or Courts
There are no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its operations in future.
19. Material Change and Commitments
Pursuant to the provisions of Section 134(3)(i) of the Companies Act 2013 there wereno material changes and commitments which affects the financial position of the Companyfor the year under review.
I) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of Messrs R.K. Khandelwal & Co. as the StatutoryAuditors of the Company will conclude at the close of ensuing Annual General Meeting ofthe Company.
The Board of Directors places on record its appreciation to the services rendered byMessrs R.K. Khandelwal & Co. as the Statutory Auditors of the Company.
Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of Messrs V.B. Dalai & Co. Chartered Accountants (ICA1Firm Registration Number 102055 W) as the Statutory Auditors of the Company pursuant toSection 139 of the Companies Act 2013.
Accordingly the Board recommends the resolution in relation to appointment ofStatutory Auditors for the approval by the shareholders of the Company.
II) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Messrs Kaushik Joshi & Co. a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company. The SecretarialAudit Report is included as Annexure - D and forms an integral part of this Report.
With respect to qualification on appointment of Key Managerial Personnel given in theSecretarial Audit Report it is informed that the Company is making efforts forappointment of Key Managerial Personnel for the Company.
21. Auditors' Report
There is no audit qualification or reservation or adverse remark or disclaimer made bythe Auditor in the Auditors' Report to the financial statements for the year under review.
22. 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. Theinternal audit is entrusted to Messrs S.K. Bhageria & Associates CharteredAccountants Mumbai. The Board is of the opinion that the present internal control systemsare adequate and commensurate with the nature and size of the Company.
23. Risk Management
The Company has adequate risk management measures which are implemented developedassessed reviewed and strengthened from time to time.
24. Corporate Social Responsibility (CSR)
Section 134(3)(o) of the Companies. Act 2013 and Rule 9 of the Companies (Accounts)Rules 2014 on corporate social responsibility is not applicable to the Company.
The Company has not accepted any deposits from the public under Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposit) Rules 2014.
26. Particulars of Conservation of Energy Technology Absorption. Foreign ExchangeEarnings and Outgo
As the Company had no manufacturing activities information pursuant to Section134(3)(m) of the Companies Act 2013 and Rule 8(3) the Companies (Accounts) Rules 2014 onconservation of energy technology absorption foreign exchange earnings and outgo is notapplicable to the Company.
27. Managerial Remuneration and Particulars of Employees
The Directors of the Company are not in receipt of any remuneration and also there isno employee in the Company. Hence there are no particulars under Section 197(12) of theCompanies Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 required to be disclosed.
28. Disclosure under the Sexual Harassment of Women at Workplace (Prevention.Prohibition and RedressaD Act 2013
As there is no woman employee in the Company no information has been reported pursuantto Section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
29. Directors' Responsibility Statement
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
(i) that in the preparation of the Annual Accounts for the year ended March 31 2017the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andof the profit of the Company for the year ended on that date;
(iii) that the Directors had 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) that the annual accounts had been prepared on a going concern basis;
(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from the shareholders bankers regulatory bodies and other businessconstituents during the year under review.
For and on behalf of the Board
| ||S.L. Pokharna ||Jitender Agarwal |
|Date : May 32017 ||Director ||Director |
|Place : Mumbai ||DIN:01289850 ||DIN:06373239 |