Your Directors take pleasure in presenting before you the Thirty Second Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2019.
|Financial Highlights ||(Rs. In Lakhs) |
|Particulars ||2018-2019 ||2017-2018 |
|Net Sales / Income ||0 ||65.67 |
|Total Expenditure ||4.06 ||9.45 |
|Gross Operating Profit ||-4.06 ||56.22 |
|Interest and Finance charges ||0.00 ||0.00 |
|Depreciation ||0.00 ||0.00 |
|Loss on sale of Assets ||0.00 ||0.00 |
|Profit before Tax / loss ||-4.06 ||56.22 |
|Provision for Tax ||0 ||17.37 |
|Net Profit / Loss ||-4.06 ||38.85 |
|Paid-up Equity share capital ||747.81 ||747.81 |
|Reserves Excluding Revaluation Reserves ||135.49 ||139.56 |
|Earnings Per Share ||-0.05 ||0.52 |
The company could not carry on its trading operations due to paucity of funds . Thecompany incurred a net loss of Rs.4.06 Lakhs for the year as against Rs.38.35 Lakhs profitin 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 management discussionand analysis are attached which form part of this report "Annexure -A".
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 in BSE Limited Mumbai.
DEMATERIALISATION OF SHARES
99.45% of the company's paid up Equity Share Capital is in dematerialized form as on31st March 2019 and the balance 0.55 % is in physical form. The Company's Registrars areM/S Big Share Services Pvt Ltd 306 Right Wing 3rd Floor Amrutha Ville Opp. YashodaHospital Raj Bhavan Road Somajiguda Hyderabad Telangana-500 082.
Sri. M. A. Zameer Independent Director of the company retires by rotation at theensuing general meeting and is not opting for reappointment due to preoccupation.
The Board during the financial year 2018-19 met four times. Detailed informationregarding the meetings of the Board is included in the report on Corporate Governancewhich forms part of the Board's Report.
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.
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 2019 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.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance 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 other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport 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 :
The Statutory Auditors in their report haveopined that the company has not been able torecover 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 appointed CFO and notCompany Secretary.
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
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women 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 sitting fee only for attending board meetings. The details of thesitting fee and other perks are mentioned in the corporate governance report.
Your Directors take this opportunity to express their sincere thanks and place onrecord their appreciation of the continued assistance and co operation 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.
| ||By The Order of The Board |
| ||For PFL Infotech Limited |
| ||Sd/- |
|Place : Hyderabad || |
| ||P. Amresh Kumar |
|Date : 14-08-2019 || |
| ||Chairman & Managing Director |