PMC FINCORP LIMITED
Your directors have pleasure in presenting the 35th Annual Report together with theAudited Accounts of the company for the year ended 31 March 2020.
The Company's financial performance for the year under review along with previousyear's figures are given hereunder: Particulars for the Year ended 31 st March 2020.
(Amount in Lacs)
|PARTICULARS ||Year ended 31.03.2020 ||Year ended 31.03.2019 |
|Gross Income ||977.40 ||849.93 |
|Net Profit Before Tax ||191.80 ||220.52 |
|Provision for Tax ||48.23 ||61.15 |
|Net Profit After Tax ||143.55 ||159.37 |
|Other Comprehensive Income for the year ||60.55 || |
|Total Comprehensive Income ||204.10 || |
Your Company has earned Income from operation and profit before tax aggregated to Rs977.40 Lacs and Rs 191.80 Lacs during the current year respectively as compared to IncomeRs 849.93 Lacs and Profit Rs 220.52 Lacs during the previous year.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of company.
Your Director's do not recommend any dividend for the financial year ended on 31stMarch 2020.
The paid up equity share capital as on March 312020 is Rs. 509061200. There was nopublic issue rights issue bonus issue or preferential issue during the year. The companyhas not issued shares with differential voting rights sweat equity shares not it hasgranted any stock options.
The Company's Share are Listed with BSE Limited Mumbai. Your Company has paid theAnnual Listing Fee up to date and there are no arrears. The BSE have nation-wide tradingterminals and therefore provide full liquidity to the investors.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015. The said regulationswhich became effective December 12015 required all Listed Companies to enter into thefresh Listing Agreements within six months from the effective date. Accordingly theCompany entered into Listing Agreement with BSE Limited during February 2016.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of energy and technology absorption
The company has no activity relating to consumption of energy or technology absorption.
The Company does not have any foreign exchange earnings.
RISK MANAGEMENT FRAMEWORK
The Company has a robust internal business management framework to identify evaluatebusiness risks and opportunities which seeks to minimize adverse impact on the businessobjectives and enhance the Company's business prospects. As an NBFC PMC is exposed tocredit risk liquidity risk and Interest rate risk. Risk Management is an Integral part ofthe Company's business strategy.
GLOBAL HEALTH PANDEMIC FROM COVID-19
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 112020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to shift the workforce to an entirely new'work-from-home'model. Proactive preparations were done in our work locations during this transition toensure our offices are safe.
DISCLOSURES Committees of the Board
The Company has the following Committees constituted in accordance with the CompaniesAct 2013 and SEBI (LODR) Regulations 2015:
Nomination & Remuneration Committee
Stakeholders Relationship Committee
The details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in the "Report on CorporateGovernance" forming part of this Annual Report in Annexure -IV.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has a vigil mechanism and a whistle blower policy. The same has been postedon the Company's website and the details of the same are given in the Corporate GovernanceReport.
The Company has adopted the various policies in compliance with the provisions of SEBI(LODR) Regulations 2015 at their duly convened Board meetings held on 29th December2015:
1. Policy for Determination of Materiality of Disclosures.
2. Policy on Materiality of Related Party Transactions.
3. Adoption of policy on preservation of documents.
4. Adoption of archival policy.
The details of the Policy are available on the website of the Company at www.omcfinance.in.
The company has been registered with Reserve Bank of India as Non Banking FinanceCompany vide Registration No. 12.00128 Dated 1 st April 1998. Your Company is categorizedasa Non-deposit taking Non-Banking Financial Company. The Company has not accepted anydeposit from the public during the year pursuant to the provisions of Section 73 ofCompanies Act 2013.
COMPLIANCE WITH RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC within theprovisions of the NBFC (Reserve Bank of India) Directions 1998. The Company continues tocomply with all the requirements prescribed by the Reserve Bank of India as applicable toit.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2)of the Companies Act 2013 some amount is due fortransfer to investor education and protection fund. Transfer of funds is in under process.
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS 2016
Pursuant to the Non-Banking Financial Companies'Auditor's Report (Reserves Bank)directions 2016 a report from the Statutory Auditors to the board of directors has beenreceived by your company. This report has certified that the company has complied with allthe directions and prudential norms as prescribed under the RBI Act 1934.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
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 Companyand the date of this Report.
TRANSFER TO RESERVES
Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bankof India (RBI) Act 1934 created a Reserve Fund and during the year under review theCompany has transferred an amount of Rs. 28.71 Lacs (Rupees Twenty Eight Lakh Seventy OneThousand Only) out of the profits of the year to the said Reserve Fund.
DEMATERILISATION OF SHARES
Your Company has connectivity with NSDL & CDSL for dematerlisation of its equityshares. The ISIN no. INE793G01035 has been allotted for the company. Therefore the memberand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates.
REMUNERATION TO MANAGING / WHOLE-TIME/ EXECUTIVE /MANAGING DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL:
The Remuneration/ Compensation/ Commission etc. to be paid to Director / ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the company will be provided upon request. In terms of Section 136 of theAct the Report and Accounts are being sent to the Members and others entitled theretoexcluding the information on employee's particulars which is available for inspection bythe members at the Corporate Office of the Company during business hours on working daysof the Company up to the date of ensuing AGM. Any Member is interested in obtaining a copythereof such Member may write to the Company Secretary in this regard.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The Company being a non-banking finance company registered with the Reserve Bank ofIndia and engaged in the business of giving loans is exempt from complying with theprovisions of section 186 of the Companies Act 2013 in respect of loans and guarantees.Accordingly the disclosures of the loans given as required under the aforesaid sectionhave not been given in this Report.
Information regarding investments covered under the provisions of section 186 of thesaid Act are detailed in the financial statements.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
RELATED PARTY TRANSACTIONS
Transaction entered with related parties for the year under review were in the ordinarycourse of business and are placed before the Audit Committee on regular basis. All thetransactions entered with related parties do not attract the provisions of Section 188 ofthe Companies Act 2013 except one related party transaction which is covered undersubsection (1) of section 188 of the Companies Act 2013 the particulars of saidcontractor arrangement with related party in the Form AOC-2 is annexed as Annexure T.
A policy on materiality of related party transactions and dealing with related partytransactions is placed on the Company's website www.pmcfinance.in.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval from the Ministry of Corporate Affairs the Institute ofCompany Secretaries of India (ICSI) has on 23 April 2015 notified the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)effective from 1 July 2015. The Company is compliant with the same.
Sunil K. Gupta & Associates Chartered Accountants who are the Statutory Auditorsof the Company hold ofice in accordance with the provisions of the Act for a period offive years from the conclusion of the 32nd Annual General Meeting (AGM) until theconclusion of the 37th AGM. In accordance with Section 139 of the Act and the Companies(Audit and Auditors) Rules 2014 the appointment of Statutory Auditors needs to beratified by the members at every AGM. The Company has received a confirmation from SunilK. Gupta & Associates that their appointment if ratified at the 35th AGM will be inaccordance with Sections 139 and 141 of the Act and rules made thereunder. Accordinglythe Members are requested to ratify the appointment of the Statutory Auditors at the 35thAGM.
Pursuant to the provisions of Section 204(1) of the Companies Act 2013 read with rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed M/s Ashu Gupta & Co. Company Secretaries as SecretarialAuditors of the Company to undertake the secretarial audit of the Company for the FY2019-20. The Secretarial Audit report MR-3 submitted by Company Secretary in Practice isenclosed as part of this report Annexure-ll.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
a. As per requirement of Regulation 47 (1)(b) & 47(3) of SEBI (LODR)Regulations 2015 The listed entity shall publish financial results as specified inRegulation 33 within 48 hours of conclusion of the meeting of board of directors at whichthe financial results were approved However Financial Results for the quarter ended 30June 2019 was approved in Board meeting held on 14-09-2019 but published in newspaper on17-09-2019.
b. Board of Directors in their meeting held on 26/10/2019 approved appointment of Mr.Yogesh Kumar Garg as Company Secretary of the Company w.e.f. 28/10/2019 but as permanagement representation inadvertently due to clerical error date of appointment in FormDIR-12 was mentioned as 26/10/2019.
M/s. KPSP & Associates Chartered Accountants (FRN: 019471N) who has beenappointed as Internal Auditors of the Company during last financial year for a period ofthree years is continuing as internal auditors. Their reports are being reviewed by theAudit Committee from time to time.
INTERNAL FINANCIAL CONTROLS
The Company has adequate Internal Financial Controls with proper checks to ensure thattransactions are properly authorised recorded and reported apart from safeguarding itsassets. These systems are reviewed and improved on a regular basis. It has a comprehensivebudgetary control system to monitor revenue and expenditure against approved budget on anongoing basis.
The internal auditors of the Company review the controls across the key processes andsubmits reports periodically to the Management and significant observations are alsopresented to the Audit Committee for review. Follow up mechanism is in place to monitorthe implementation of the various recommendations.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreementthe Board of Directors at their meeting held on 28th September 2014 formulated and/orreconstituted the Nomination and Remuneration Committee and Policy of your Company on therecommendations of Nomination and Remuneration Committee. The salient aspects covered inthe Nomination and Remuneration Policies relating to appointment of Directors payment ofManagerial remuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3)ofthe Companies Act2013.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors duly met 7 times during the financial year from 1st April 2019to 31st March 2020. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Stakeholders' RelationshipCommittee and Risk Management Committees.
The Board of your Company consists of the following Directors:
|Category ||Name of Directors |
|Executive Director ||Mr. Raj Kumar Modi Managing Director |
|Non - Executive - Non - Independent Directors ||Mrs. Rekha Modi |
| ||Mr. Pramod Gupta* |
|Non - Executive Independent Directors ||Mr. Mahavir Prasad Garg |
| ||Mr. Yogesh Kumar Garg** |
* Resigned with effect from July 28 2020
** Appointed as Additional Independent Director with effect from July 28 2020.
The composition of the Board is in line with the requirements of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations2015. All the Directors are having vast knowledge and experience in their relevant fieldsand the Company had benefitted immensely by their presence in the Board. The key Boardqualifications expertise attributes are given in details in the Report on CorporateGovernance forming part of this Report.
The Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 26th August 2020 have recommended and approved there-appointment of Mr. Raj Kumar Modi (DIN: 01274171) as Managing Director of the Companyfor a period of 5 years w.e.f. 31st October 2020 in terms of the provisions of theCompanies Act 2013 subject to approval of Members at this ensuing Annual General Meetingof the Company and all other statutory approvals.
According to the Companies Act 2013 at least two-thirds of the total number ofdirectors (excluding independent directors) shall be liable to retire by rotation. Mrs.Rekha Modi Director (DIN: 01274200) retires at the ensuing Annua I General Meeting(AGM)and being eligible offers himself for re-appointment. The Board of Directorsrecommends the re-appointment of Mrs. Rekha Modi as Director of the Company.
a) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2019 -2020
During the FY 2019-2020 Mr. Yogesh Kumar Garg (DIN: 02144584) has been appointed asthe Additional Independent Director on the Board with effect from July 28 2020. The Boardof your Company recommends the regularization of appointment of Mr. Yogesh Kumar Garg inthe ensuing AGM fora period of five years. Mr. Chandresh Kumar Sharma has been appointedas the "Chief Financial Officer"of the Company w.e.f. August 092019. Andappointment of Ms. Chetna Sejwan (ACS-60209) as Company Secretary/Compliance Officer ofthe Company w.e.f.12th November 2019.
b) Declaration by Independent Directors
The Company has received necessary declaration from each Independent Directors undersection 149(7) of the Companies Act 2013 that he/she fulfills all the requirements asstipulated in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement: -
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits from the public or itsemployees under Section 73 of Companies Act 2013 and rules made thereunder during theyear under review.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act 2013 Corporate SocialResponsibility Policy is not applicable on your Company. Accordingly the CSR Committee wasnot constituted.
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT -9 is appended as Annexure III to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (LODR) Regulations 2015 forms part of this AnnualReport.
A report on corporate governance as per the Listing Regulations is attached and formspart of this report. The report also contains the details as required to be provided onthe composition and category of directors number of meetings of the board composition ofthe various committees including the audit committee nomination and remunerationcommittee stakeholders relationship committee and corporate social responsibilitycommittee annual board evaluation remuneration policy criteria for board nomination andsenior management appointment whistle blower policy/vigil mechanism disclosure ofrelationships between directors inter-se state of company's affairs etc. The managingdirector and the chief financial officer have submitted a certificate to the boardregarding the financial statements and other matters as required under regulation 17(8) ofthe Listing Regulations.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
The Company has not issued any Bonus Equity Shares during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
And your Directors would also like to take this opportunity to express theirappreciation for the dedicated efforts of the employees of the Company.
| || |
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|Place : New Delhi ||(REKHA MODI) ||(RAJ KUMAR MODI) |
|Date : 26 08 2020 ||(Director) ||(Managing Director) |
| ||DIN 01274200 ||DIN :01274171 |