Premium Capital Market and Investments Limited Indore-452003
Your directors are pleased to present the 27th Annual report together withthe Audited Financial Statements for the year ended on 31st March 2019.
Financial Result of the company for the year under review along with the comparativefigures for previous years is as follows:
|(Rs. in Lakhs) || || |
| ||2018-19 ||2017-18 |
|Total Income from operations ||11.68 ||11.72 |
|Profit (Loss) before tax and depreciation ||0.61 ||0.54 |
|Less : Depreciation ||0.00 ||0.00 |
|Profit (Loss) before Tax ||0.61 ||0.54 |
|Previous year's adjustment ||0.00 ||0.00 |
| ||0.00 || |
|Provision for Tax ||0.00 ||0.00 |
| ||0.61 ||0.54 |
|Add : Balance brought forward from previous year ||(630.29) ||(630.29) |
|Add:- Depreciation/Amortization effect given for previous years ||(00.00) ||(00.00) |
|Losses carried to Balance Sheet ||(629.68) ||(629.75) |
|Earnings Per Share ||(00.00) ||(00.00) |
Your Directors have considered it financially prudent in the long-term interests of theCompany to reinvest the profits into the business of the Company to build a strong reservebase and grow the business of the Company. No final dividend has therefore beenrecommended for the year ended 31st March 2019.
REVIEW ON OPERATIONS
During the Financial Year 2018-19 the Company has earned profit of Rs. 00.61 Lacs incomparison to last year's profit of Rs. 00.54 Lacs. The company's funds are blocked withold debtors and advances which are not recoverable and therefore necessary provisions havealready been made in the books of accounts. The company is presently undertaking feesbased services only. Though in absence of the liquidity of funds the company couldgenerate comparatively better results as compared to earlier years. .
RISK MANAGEMENT POLICY AND ITS INTERNAL ADEQUACY
The Company has reasonable system of internal control comprising authority levels andthe powers supervision checks policies and the procedures. The Audit Committeeconsists of Shri Deoraj Pathak (Chairman of the Audit Committee) Shri Nitin Knodiya(Director) & Mrs. Sushma Bandi (Director).
The Company has hired the services of a professional firm of chartered accountants tofunction as independent internal auditors and to assist the management in effectivedischarge of its responsibilities by furnishing it with findings observations andpertinent comments checking adequacy of internal controls adherence to regulatorycompliance and company's policies and procedures analysis and recommendations concerningthe activities covered for audit and conducting a review of it during the year. Findingsof internal audit reports and effectiveness of internal control measures is reviewed bytop management and audit committee of the Board.
The said Committee reviews the adequacy of internal control system and the Compliancethereof. Further the annual financial statement of the company are reviewed and approvedby the committee and placed before the Board for the consideration. The committee alsoreviewed the internal control system during the year.
SHARE CAPITAL & LISTING
The Equity Share of the Company can also be kept in Electronic form; your Company hasobtained connectivity from the Central Depository Services (India) Ltd. (CDSL) andNational Securities Depository Ltd (NSDL) to provide facilities to all members andinvestors to hold the Company's shares in Dematerialized form.
The equity share of the company is listed on BSE. The trading in shares of the companyare suspended from trading by Bombay Stock Exchange (BSE) due to nonpayment of penalty.The company has given representation to BSE to reverse the penalty final personal hearingis pending for the same.
The Board consists of 5 (Five) directors out of whom one is Chairperson who is also thePromoter Director and one woman Whole time director besides three independent Directors.
Smt. Dr.Sushma Bandi who has attained age of more than 70 years was re-appointed in26th Annual General for one year will be liable to retire at the ensuing AnnualGeneral Meeting. Being eligible has offered herself for re-appointment subject to Consentof members of the Company by Special Resolution.
Shree Sudarshan Kumar Bandi has attained the age of more than 70 years and will beliable to retire at the ensuing Annual General Meeting. Being eligible has offeredhimself for re-appointment subject to Consent of members of the Company by SpecialResolution.
Mr. Nitin Kanodiya and Mr. Deoraj Pathak was appointed as additional director in thecategory of non-executive independent director of the Company for a term of 5 (Five) yearswith effect from 20th March 2019 subject to approval of shareholders in theensuing Annual General Meeting of the Company.
NUMBER OF MEETINGS OF THE BOARD
The following Meetings of the Board of Directors were held during the Financial Year2018-19:
|S No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1. ||23rd April 2018 ||4 ||3 |
|2. ||30th May 2018 ||4 ||4 |
|3. ||12th July2018 ||4 ||4 |
|4. ||10th August 2018 ||4 ||4 |
|5. ||14th November ||4 ||4 |
|6. ||12th January 2019 ||4 ||3 |
|7. ||6th February 2019 ||4 ||4 |
|8. ||20th March 2019 ||4 ||4 |
The Company did not accept any public deposits during the year under review.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES
The Company does not have any subsidiary Company and Joint venture company. HoweverPremium Global Securities is an associate of the company
REPORT ON CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of The Companies Act 2013 is not applicable to thecompany hence the report on corporate social responsibilities is not required to beannexed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:
Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments provided by the Company under Section 186(4) of the Act as atthe end of the Financial Year 2018-19 are disclosed in the Notes to the FinancialStatement attached with the Board Report. .
WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
In view of the nature of activities which are being carried on by the Company Rule8(3) A and B of the Companies (Accounts) Rules 2014 concerning conservation of energyand technology absorption respectively are not applicable to the Company. However as perRule 8(3) C Expenditure & Earning's in foreign currency is Nil in current year aswell as previous year.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act 2013your directors State that:
a) In the preparation of accounts the applicable accounting standards have beenfollowed.
b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the state ofaffairs of the company as at the end of March 31 2018 and the Statement of Profit / Lossof the company for the year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provision of Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities.
d) The annual accounts of the company have been prepared on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and
f) There is a proper system to ensure compliance with the provisions of all applicablelaws and those systems are adequate and operating effectively.
The Auditors in their report have referred to the Notes forming part of the Accountsconsidering the principle of the materiality; the notes are self-explanatory and need nocomments.
VISHAL PALIWAL AND ASSOCIATES Chartered Accountants have given a written consentto act as Statutory Auditors of your Company and have also confirmed that the saidappointment would be in conformity with the provisions of sections 139 and 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 Meetingwhich was subject to ratification at every AGM.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed report on management discussions and analysis report as a separate statementin the Annual Report
According to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 Regulation 17 to Regulation 27 related to corporate governance andcompliance report on corporate governance under Regulation 27(2) of SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 is not applicable in respect ofthe listed entity having paid up equity share capital not exceeding rupees Ten crore andnet worth not exceeding rupees Twenty Five crore as on the last day of the previousfinancial year.
As the paid up capital of our company is Rs 65537000 and net worth is Rs 2863938which is not exceeding the limits specified in Regulation 15 (2) of SEBI (LODR)Regulations the Company is not required to mandatorily comply with corporate governancereport and regulations related thereto. Your board is determined to continue to complythese norms whenever they become applicable on 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 A".
Pursuant to the provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms Shiwali jhanwar Practicing Company Secretary (Membership No.A40572 CP No.17259) to undertake the Secretarial audit of the company. The Secretarial Auditor Reportis annexed herewith as "Annexure B".
The Secretarial Auditor in his report has made following qualifications:
I. That BSE has issued order dated 23th March 2018 for verification ofsuspected shell company for which BSE has appointed forensic auditor vide letter dated 10thApril 2018. Company has submitted all information and documents demanded by the ForensicAuditor and a visit to the registered office of the company has been made by the auditor.Now Auditor's report is awaited.
II. The company is defending few penalties related to previous years imposed by BombayStock Exchange and has made representation to BSE for reversal of penalty amount and torevoked the suspension decision of BSE is awaited.
III. The management of the company explained that the total No. of Shares held byPromoter is 2852118 out of which 2647398 (92.82%) is already in Demat form and remainingshares 204720 (7.18%) in physical form the holder's of Physical shares holds smallquantity of shares within range of 10 shares to 10000 shares with negligible market valueand in most of the cases the cost of conversion to Demat is more than the value of sharesand also most of shareholders are senior citizen and they want to hold share in physicalform. However the company's management is trying their best to comply provision in thisregard.
Response to Qualification (1): Your Company has submitted all information anddocuments demanded by the Forensic Auditor for audit. Representative of the forensicAuditor has also visited registered office of the company. The auditor was fully satisfiedwith our explanation and we are hopeful that there will be no negative remark. Howeverfinal report from the auditor is yet to received.
Response to Qualification (2): The shares of the company are suspended on BSE fornon-payment of penalty amount. The company has made representation to BSE for reversal ofpenalty amount and to revoked the suspension. We are awaiting a positive response fromBSE.
Response to Qualification (3): The management of the company explained that thetotal No. of Shares held by Promoter is 2852118 out of which 2647398 (92.82%) is alreadyin Demat form and remaining shares 204720 (7.18%) in physical form the holder's ofPhysical shares holds small quantity of shares within range of 10 shares to 10000 shareswith negligible market value and in most of the cases the cost of conversion to Demat ismore than the value of shares and also most of shareholders are senior citizen and theywant to hold share in physical form. However the company's management is trying their bestto comply provision in this regard.
CEO / CFO CERTIFICATION:
As required under Regulation 17(8) of SEBI (LODR) Regulations 2015 the CEO /CFOcertificate for the financial year 2018-19 signed by Mr. Jeevan Goyal CFO was placedbefore the Board of Directors at their Meeting held on 12th August 2019.
RELATED PARTY TRANSACTIONS
In accordance with the provisions of Section 188 of the Companies Act 2013 and rulesmade there under the transactions entered into with related parties are in the ordinarycourse of business and on an arm's length basis the details of which are included in thenotes forming part of the financial statements. There are no material contracts orarrangement or transactions during the year. Accordingly information in Form AOC-2 isnot annexed.
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 sales of company shares by the Directors and designated employees by inpossession of unpublished price sensitive information in relation to the company andduring the period when the trading window is closed. The compliance officer is responsiblefor implementation of the code.
All Board of Directors and designated employees have confirmed compliances with thecode.
MATERIAL CHANGES AND COMMITMENT
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate of Board's Report.
There is no change in the nature of business of the Company during the financial yearunder review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 is formulated by thecompany.
Your Director wish to place on record their sincere appreciation and acknowledge withthe gratitude forth assistance co-operation and encouragement by valued customerssuppliers bankers shareholders and employees of the Company and look forward for theircontinued support.
| ||By order of the Board of Directors |
| ||Premium Capital Market and Investments Limited |
|Place: Indore || |
|Date: 12.08.2019 || |
| ||Sd/- |
|Registered office ||Sushma Bandi |
|401 Starlit Tower 4th Floor ||DIN: 01038072 |
|29 Y.N. Road Indore (M.P.) 452003 ||Whole Time Director |