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PFL Infotech Ltd.

BSE: 531769 Sector: IT
NSE: N.A. ISIN Code: INE600F01018
BSE 00:00 | 30 Jan 2.89 0
(0.00%)
OPEN

2.80

HIGH

2.89

LOW

2.76

NSE 05:30 | 01 Jan PFL Infotech Ltd
OPEN 2.80
PREVIOUS CLOSE 2.89
VOLUME 425
52-Week high 7.94
52-Week low 2.29
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.80
CLOSE 2.89
VOLUME 425
52-Week high 7.94
52-Week low 2.29
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PFL Infotech Ltd. (PFLINFOTECH) - Director Report

Company director report

To The Members

Your Directors take pleasure in presenting before you the 35th Thirty Fifth AnnualReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2022.

Financial Highlights

(Rs. In Lakhs)

Particulars 2021-22 2020-21
Net Sales / Income 11.47 27.93
Total Expenditure 92.81 17.53
Gross Operating Profit -81.34 10.41
Interest and Finance charges 0.00 0.00
Depreciation 0.00 0.00
Profit before Tax / loss -81.34 10.41
Provision for Tax - 6.13
Net Profit / Loss -81.34 4.27
Paid-up Equity share capital 747.81 747.81
Reserves Excluding Revaluation Reserves -131.22 -49.87
Earnings Per Share -1.09 0.06

OPERATIONS

The total income of the company for the year ended 31 March 2022 amounted to Rs. 11.47Lakhs as against Rs.27.93 Lakhs in the previous year. The company has incurred a loss ofRs. -81.34 Lakhs for the year against a net profit of Rs.4.27 lakhs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015corporate governance report with auditors’ certificate thereon and managementdiscussion and analysis are attached which form part of this report “AnnexureA”.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid down underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance is included as part of this Annual Report as “Annexure B”.

Certificate from the Statutory Auditors of the company M/s. S L R & ASSOCIATESChartered Accountants confirming compliance with the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is included as part of this report as “Annexure C”

LISTING WITH STOCK EXCHANGES

The Company’s Shares are listed on BSE Limited Mumbai.

DEMATERIALISATION OF SHARES

99.45% of the company’s paid up Equity Share Capital is in dematerialized form ason 31st March 2022 and the balance 0.55 % is in physical form. The Company’sRegistrars are M/S Big Share Services Pvt Ltd 306 Right Wing 3rd Floor Amrutha VilleOpp. Yashoda Hospital Raj Bhavan Road Somajiguda Hyderabad Telangana-500 082.

DIRECTORS

Ms Sujana Kadiam retires at the ensuing Annual General Meeting and being eligibleoffers herself for reappointment.

BOARD MEETINGS

The Board during the financial year 2021-22 met 4 (four) times. Detailed informationregarding the meetings of the Board is included in the report on Corporate Governancewhich forms part of the Board’s Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements)

Regulation 2015 (“SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

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 (“NRC”) reviewed theperformance of the individual directors on the basis of criteria such as the contributionof the individual director to the Board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc. In addition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2022 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;

c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d)They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate andwere operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

DEPOSITS

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from the public was outstanding as on thedate of the balance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at its Board Meeting.As per the policy the management continues to review and assess the risk and also thesteps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility do not apply to the company.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors’ report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT:

Auditors’ Report

The Statutory Auditors in their report have opined that the company has not been ableto recover the unsecured loans given to some parties and the interest thereon.

Your Directors are making several efforts in this regard and are confident that thesame would be recovered.

SECRETARIAL AUDIT REPORT

The secretarial auditors have commented that the company has not appointed CompanySecretary.

Your Directors are making every effort to comply with the same at the earliest.

COST AUDITORS AND THEIR REPORT

The company is not required to comply with this requirement since the company is notengaged in any manufacturing activities.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) The operations of the company are not power intensive nevertheless the companycontinues its efforts to minimize energy wherever practicable by economizing on the use ofpower at the offices.

(B) Technology absorption NIL

(C) Foreign exchange earnings NIL

(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related parties of theDirectors or the Key Managerial Personnel of the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as “Annexure - E”

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

There are no women employees in the company. However the Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 are not applicable since the directors are notdrawing any salary from the company as the company does not have any operations. Thedirectors are paid a sitting fee only for attending board meetings. The details of thesitting fee and other perks are mentioned in the corporate governance report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere thanks and place onrecord their appreciation of the continued assistance and cooperation extended to thecompany by its bankers government and semi government departments customers marketingagents and suppliers and in particular Shareholders for the confidence reposed in thecompany. Your directors also thank all the employees of the company for their dedicatedservice.

Directors For and on behalf of the Board of
Place: Hyderabad For PFL Infotech Limited
Date: 13.08.2022 Sd/-
(P. Amresh Kumar)
Chairman & Managing Director

ANNEXURE - A

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

The financial statements are in conformity with the requirements of the Companies Act2013 and the Accounting Standards issued by the Central Government. The Management of theCompany accepts responsibility for the integrity and objectivity of these financialstatements as well as for estimates and judgments relating to matters not concluded bythe year-end. The management believes that the financial statements reflect fairly theform and substance of transactions and reasonably presents the company’s financialcondition and results of operations. To ensure this the Company has installed a systemof internal controls which is reviewed evaluated and updated on an ongoing basis. Ourauditors have conducted audits to provide reasonable assurance that the company’sestablished policy and procedures have been followed. However there are inherentlimitations that should be recognized in weighing the assurances provided by any system ofinternal controls. These financial statements have been audited by M/s. S L R&ASSOCIATES Chartered Accountants Hyderabad the Statutory Auditors of the Company.

OPPORTUNITIES THREATS RISKS & CONCERNS

Since the company is carrying on only trading operations it does not perceive anythreats risks and concerns for its business.

However the company is still in the process of selecting a business which cancontribute to the profitability of the company and add value to the stakeholders.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has an adequate system of internal financial controls.

DISCLAIMER

Some of the statements in this Management Discussion & Analysis describing theCompany’s objectives projections estimates and expectations may be “forwardlooking statements” within the meaning of applicable laws and regulations. Actualresults might differ substantially from those expressed or implied. Important developmentsthat could affect the Company’s operation including changes in the industrystructure significant changes in political and economic environment in India tax lawsimport duties litigation and labor relations.

Place: Hyderabad By the order of the board
Date: 13.08.2022 For PFL Infotech Limited
Sd/-
(P. Amresh Kumar)
Chairman & Managing Director

.