Prime Capital Market Ltd.
|BSE: 535514||Sector: Financials|
|NSE: N.A.||ISIN Code: INE748D01010|
|BSE 00:00 | 04 Jan||Prime Capital Market Ltd|
|NSE 05:30 | 01 Jan||Prime Capital Market Ltd|
|BSE: 535514||Sector: Financials|
|NSE: N.A.||ISIN Code: INE748D01010|
|BSE 00:00 | 04 Jan||Prime Capital Market Ltd|
|NSE 05:30 | 01 Jan||Prime Capital Market Ltd|
To The Members Prime Capital Market Limited
Your Directors have pleasure in presenting the 27th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312021. ( in Lakh)
Total revenue for the year stood at 0.00 lakh in comparison to last years' revenue of175.95 lakh. In term of Profit before taxation the Company has earned a Profit/(Loss) of(31.64) lakh in comparison to last years' Profit/(Loss) of (16.30) lakh. Profit/(Loss)after Tax and Extra-Ordinary Items stood at (28.24) lakh in comparison to last financialyear's Profit/(Loss) of (12.85) lakh.
In view of Losses your Directors do not propose any dividend for the year underreview.
The paid up Equity Share Capital as on March 31 2021 was 10.001 Crore. During the yearunder review the Company has not issued any share with differential voting rights; norgranted stock options nor sweat equity. As on March 31 2021 none of the Directors and/orKey Managerial Person of the Company hold instruments convertible in to Equity Shares ofthe Company.
The General Reserve is used from time to time to transfer profits from retainedearnings for appropriation purposes. As the General reserve is created by a transfer fromone component of equity to another and is not an item of other comprehensive income itemsincluded in the General reserve will not be reclassified subsequently to the statement ofprofit and loss.
Statutory Reserve represents the reserve created pursuant to the Reserve Bank of IndiaAct 1934 (the RBI Act) and related regulations applicable to those companies.Under the RBI Act a non-banking finance company is required to transfer an amount notless than 20% of its net profit to a reserve fund before declaring any dividend.Appropriation from this reserve fund is permitted only for the purposes specified by theRBI. During the year under review Nil was transferred to General Reserve as per RBIguidelines.
Impairment Reserve represents the reserve created pursuant to the per RBI circulardated March 13 2020 on Implementation of Indian Accounting Standards'. Under thecircular where the impairment allowance under Ind AS 109 is lower than the provisioningrequired as per prudential norms on Income Recognition Asset Classification andProvisioning (including standard asset provisioning) the difference should be appropriatedfrom the net profit to a separate Impairment Reserve'. Withdrawals from this reserveis allowed only after obtaining permission from the RBI.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2021 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2021. Accounting policies have beenconsistently applied except where a newly issued accounting standard if initially adoptedor a revision to an existing accounting standard requires a change in the accountingpolicy hitherto in use. Management evaluates all recently issued or revised accountingstandards on an ongoing basis. The Company discloses standalone financial results on aquarterly basis which are subjected to limited review and publishes standalone auditedfinancial results on an annual basis. The Company continues to focus on judiciousmanagement of its working capital receivables inventories and other working capitalparameters were kept under strict check through continuous monitoring. There is no auditqualification in the standalone financial statements by the statutory auditors for theyear under review.
Your Company is one of the RBI registered NBFC and is into the business of Finance& Investments in accordance with the Accounting Standard 17 notified by Companies(Accounting Standards) Rules 2006.
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during the previousfinancial year. Accordingly a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company. Therequisite details under Form AOC-2 in Annexure III have been provided elsewhere in thisReport. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has beenmade in the notes to the Financial Statements. All Related Party Transactions are placedbefore the Audit Committee for approval. Omnibus approval was obtained on a yearly basisfor transactions which are of repetitive nature. Transactions entered into pursuant toomnibus approval are verified by the Risk Assurance Department and a statement givingdetails of all Related Party Transactions are placed before the Audit Committee and theBoard for review and approval on a quarterly basis. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company The Company has put in placea mechanism for certifying the Related Party Transactions Statements placed before theAudit Committee and the Board of Directors from an Independent Chartered Accountant Firm.
The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company except remuneration and sitting fees.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34(3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors' Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2020-21.
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 SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In Compliance with Section 149 (7) read with Schedule IV of the CompaniesAct 2013 and Regulations 25(3) of the SEBI LODR Regulations 2015 a separate BoardMeeting of Independent Directors of the Company was held on March 19 2021 wherein thefollowing items in agenda were discussed: reviewed the performance of Non-IndependentDirectors and the Board as a whole. reviewed the performance of the Chairperson of thecompany taking into account the views of Executive Directors and Non-Executive Directors;Assessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The Board evaluates its composition to ensure that the Board has theappropriate mix of skills experience independence and knowledge to ensure theircontinued effectiveness. In the table below the specific areas of focus or expertise ofindividual Board members have been highlighted.
Matrix setting out the skills/expertise/competence of the Board of Directors
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2020-21 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no change in Management of the Company during the year under review.
During the year Mr. Sushil Kr. Purohit Managing Director has resigned from the Boardw.e.f. 24th October 2020 and in his place Mr. Adarsh Purohit has been appointedas Chairman & Managing Director of the Company w.e.f. 24th October 2020.Further Mrs. Saroj Devi Kothari has resigned from the Board and Committees w.e.f. 20thNovember 2020 due to their pre-occupation and other commitments. In her place Ms. SunitaRani Parida has been appointed as Non-Executive Independent Director of the Company.Further we hereby confirm that there are no other material reasons other than thoseprovided in respect of resignation tendered by Mrs. Saroj Devi Kothari IndependentDirector. Apart from the above there is no change in composition of the Board. Thedetails of programme for familiarization of Independent Directors with the Company natureof the business segments in which the Company operates and related matters are put up onthe website of the Company
INDEPENDENT DIRECTORS & KMPs
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting (AGM') of the Company. As perrequirements of Regulation 25 of Listing Regulations a person shall not serve as anindependent director in more than seven listed entities: provided that any person who isserving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting. In the opinion of the Board the IndependentDirectors possess the requisite expertise and experience and are the persons of highintegrity and repute. They fulfill the conditions specified in the Companies Act 2013 andthe Rules made thereunder and are independent of the management. The Independent Directorshave confirmed that they have complied with the Company's Code of Business Conduct &Ethics. There was no change in the composition of Board during the current financialhowever changes in the KMPs has been stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY
All the Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules. In terms ofRegulation 25(8) of Listing Regulations they have confirmed that they are not aware ofany circumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their liability to discharge their duties. Based on the declarationreceived from Independent Directors the Board of Directors have confirmed that they meetthe criteria of Independence as mentioned under Section 149 of the Companies Act 2013 andRegulation 16(1)(b) of Listing Regulations and they are independent of the management.
EVALUATION OF DIRECTORS BOARD AND COMMITTEES
The Nomination and Remuneration Committee (NRC) of the Company has devised a policy forperformance evaluation of the individual directors Board and its Committees whichincludes criteria for performance evaluation. Pursuant to the provisions of the Act andthe Listing Regulations and based on policy devised by the NRC the Board has carried outan annual performance evaluation of its own performance its committees and individualdirectors. The Board performance was evaluated based on inputs received from all theDirectors after considering criteria such as Board composition and structureeffectiveness of Board and information provided to the Board etc. The performance of thecommittees was evaluated by the Board of Directors based on inputs received from all thecommittee members after considering criteria such as composition and structure ofcommittees effectiveness of committee meetings etc. Pursuant to the Listing Regulationsperformance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. A separate meeting of the Independent Directorswas also held for the evaluation of the performance of non-independent Directorsperformance of the Board as a whole and that of the Chairman of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
Following are the details of Orders passed by Regulators Tribunals or Courts
The Shares of the Company are placed under restricted trading zone due to ongoingForensic Audit as well as due to non-payment of Listing Fees for last two financialyears..
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors confirms that:
1. In the preparation of the annual accounts for the year ended 31stMarch 2021 all the applicable accounting standards prescribed by the Institute ofChartered Accountants of India have been followed along with proper explanation relatingto material departures if any; 2. the directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312021 and of the profit of the Company for the year ended on that date; 3. that theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; 4. that theDirectors had prepared the annual accounts on a going concern basis; 5. that the Directorshad laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and 6. that theDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
BUSINESS RISK MANAGEMENT
As an NBFC the Company is exposed to credit liquidity and interest rate risk. On theother hand investment in Stock Market both in Quoted and Unquoted Shares have the riskof change in the price and value both in term of up and down and thus can affect theprofitability of the Company. Risk management is embedded in your Company's operatingframework. Your Company believes that managing risks helps in maximizing returns. TheCompany's approach to addressing business risks is comprehensive and includes periodicreview of such risks and a framework for mitigating controls and reporting mechanism ofsuch risks. The risk management framework is reviewed periodically by the Board and theAudit Committee. However the Company is not required to constitute Risk ManagementCommittee under Listing Regulations 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2020-21.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy / Vigil Mechanism and has established the necessary vigil mechanism for DirectorsEmployees and Stakeholders of the Company to report genuine concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The Company has disclosed the policy on the website of the Company i.e.www.primecapitalmarket.in
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
AUDITORS Statutory Auditors
Messrs S. Gattani & Co. Chartered Accountants Kolkata (FRN - 326788E) wereappointed as Statutory Auditors of the Company for a period of five consecutive years atthe 24th Annual General Meeting (AGM) of the Members held on September 25 2018on a remuneration mutually agreed upon by the Board of Directors and the StatutoryAuditors. Their appointment was subject to ratification by the Members at every subsequentAGM held after the AGM held on September 25 2019. Pursuant to the amendments made toSection 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought. There is no audit qualification reservation or adverseremark for the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasre-appointed Mr. Sanjay Kumar Vyas Company Secretaries in Practice (C. P. No. 21598) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. Details ofqualification reservation or adverse remark have been provided on Page No. 28-30 in Formof MR-3 forming part of the Annual Report. In addition to the above and pursuant to SEBIcircular dated 8 February 2019 a report on secretarial compliance by Mr. Sanjay KumarVyas for the FY2020-21 has been submitted with stock exchanges.
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s Mahato Prabir &Associates Chartered Accountant Firm Kolkata (FRN - 325966E). The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best practices in the industry. The Audit Committee ofthe Board of Directors actively reviews the adequacy and effectiveness of the internalcontrol systems and suggests improvements to strengthen the same. The Company has a robustManagement Information System which is an integral part of the control mechanism. TheAudit Committee of the Board of Directors Statutory Auditors and the Key ManagerialPersonnel are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2021 made under theprovisions of Section 92(3) of the Act is attached as Annexure III to this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder this is tocertify and declare that there was no case of sexual harassment during the year underreview. Neither there was a case pending at the opening of Financial Year nor has theCompany received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the business of financing (NBFC activities) and investmentactivities in Shares and Securities; the information regarding Conservation of EnergyTechnology Absorption Adoption and Innovation as defined under section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isreported to be NIL. The Disclosure required under Section 197(12) of the Act read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure V' and forms an integral part of this Report. Astatement comprising the names of top employees in terms of remuneration drawn and everypersons employed throughout the year who were in receipt of remuneration in terms of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as Annexure VI' and forms an integral part of this annual report. Theabove Annexure is not being sent along with this annual report to the members of theCompany in line with the provisions of Section 136(1) of the Act. Members who areinterested in obtaining these particulars may write to the Company Secretary at theCorporate Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Corporate Office of the Company 21 days before and up to the date ofthe ensuing Annual General Meeting during the business hours on working days. None of theemployees listed in the said Annexure is a relative of any Director of the Company. Noneof the employees hold (by himself or along with his spouse and dependent children) morethan two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchangesthe disclosure of Report under of Regulation 34(2) of the Listing Regulations is notapplicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.
Your Company complies with the direction(s) circular(s) notification(s) andguideline(s) issued by the RBI as applicable to your Company as a systemically importantnon-deposit taking NBFC. The Company has in place the system of ensuring compliance withapplicable provisions of Foreign Exchange Management Act 1999 and rules made thereunder.
During the period under review your Company did not accept / renew any deposits withinthe meaning of Section 73 of the Companies Act 2013 and the rules made there under and assuch no amount of principal or interest was outstanding as on the balance sheet date.Further The Company did not hold any public deposits at the beginning of the year nor hasit accepted any public deposits during the year under review.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 ofCompanies (Cost Records and Audit) Rules 2014.
The Notes on Financial Statement referred in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer for the Financial Year 2020-21.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and the Secretarial Auditors havenot reported any instances of frauds committed in the Company by its officers or employeesof Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicablemandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
Your Directors state that during Financial Year 2020-21:
The Company has not issued any Equity Shares with differential rights as to DividendVoting or otherwise. The Company has not issued any Sweat Equity Shares during the year.There are no significant or material orders passed against the Company by the Regulatorsor Courts of Tribunals during the year ended March 31 2021 which would impact the goingconcern status of the Company and its future operations. The Central Government has notprescribed the maintenance of cost records for any of the products of the Company undersub-section (1) of Section 148 of the Companies Act 2013 and the Rules framed thereunder. There is no change in nature of business of the Company during the year.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may beforward-looking statements within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.
Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Reserve Bank of India the Ministry of Corporate Affairs theSecurities and Exchange Board of India government and other regulatory Authorities stockexchanges other statutory bodies Company's bankers Members and employees of the Companyfor the assistance cooperation and encouragement and continued support extended to theCompany. Your Directors also gratefully acknowledge all stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. Our employees are instrumental in helping theCompany scale new heights year after year. Their commitment and contribution is deeplyacknowledged. Your involvement as shareholders is also greatly valued. Your Directors lookforward to your continuing support.