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|
Prime Capital Market Limited
Your Directors have pleasure in presenting the 26th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312020.
(? in Lakh)
The coronavirus outbreak is a human tragedy affecting hundreds of thousands of peopleeconomies and businesses. A halt in the industrial activities due to the nationwidelockdown coupled with slowdown in the downstream products will lead to a decline in ourrevenues. Profitability will also get affected as the operating levels and fixed costsremain high. As the economy is expected to remain cash strapped and there is a liquiditycrunch at customer's end we expect the debt levels to remain high. Also there will be aforex impact as since the spread of pandemic Rupee/Dollar parity has been extremelyvolatile which may also impact the profitability of our business. Never-the-less ours isa resilient business and through our robust risk mitigation strategy we aim to maintainsteady business and reduce losses as much as possible.
Total revenue for the year stood at ? 175.95 lakh in comparison to last years' revenueof ? (36.68) lakh. In term of Profit before taxation the Company has earned aProfit/(Loss) of ? (16.30) lakh in comparison to last years' Profit/(Loss) of ? (119.52)lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (12.85) lakh incomparison to last financial year's Profit/(Loss) of ? (116.17) lakh.
DIVIDEND AND RESERVES
In view of Losses your Directors do not propose any dividend for the year underreview.
During the year under review ? Nil was transferred to General Reserve as per RBIguidelines.
The paid up Equity Share Capital as on March 31 2020 was ? 10.001 Crore. During theyear under review the Company has not issued any share with differential voting rights;nor granted stock options nor sweat equity. As on March 31 2020 none of the Directorsand/or Key Managerial Person of the Company hold instruments convertible in to EquityShares of the Company.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2020 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 2020.
Accounting policies have been consistently applied except where a newly issuedaccounting standard if initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use. Management evaluates allrecently issued or revised accounting standards on an ongoing basis. The Company disclosesstandalone financial results on a quarterly basis which are subjected to limited reviewand publishes standalone audited financial results on an annual basis.
The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year 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 placed before the Audit Committee for approval.Omnibus approval was obtained on a yearly basis for transactions which are of repetitivenature. Transactions entered into pursuant to omnibus approval are verified by the RiskAssurance Department and a statement giving details of all Related Party Transactions areplaced before the Audit Committee and the Board for review and approval on a quarterlybasis.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany
The Company has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm.
The Policy on Related Party T ransactions as approved by the Board of Directors hasbeen uploaded 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 2019-20.
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 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 above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2019-20 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.
There is no change in the composition of Board of Directors of the Company during thecurrent financial year.
The details of programme for familiarization of Independent Directors with the Companynature of the business segments in which the Company operates and related matters are putup on the 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 per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving 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 Independent Directors possess the requisite expertiseand experience and are the persons of high integrity and repute. They fulfill theconditions specified in the Companies Act 2013 and the Rules made thereunder and areindependent of the management. The Independent Directors have confirmed that they havecomplied with the Company's Code of Business Conduct & Ethics.
There was no change in the composition of Board during the current financial howeverchanges 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 and the Listing Regulations and based on policydevised by the NRC the Board has carried out an annual performance evaluation of its ownperformance its committees and individual directors. The Board performance was evaluatedbased on inputs received from all the Directors after considering criteria such as Boardcomposition and structure effectiveness of Board and information provided to the Boardetc.
The performance of the committees was evaluated by the Board of Directors based oninputs received from all the committee members after considering criteria such ascomposition and structure of committees effectiveness of committee meetings etc.
Pursuant to the Listing Regulations performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of theperformance of non-independent Directors performance of the Board as a whole and that ofthe 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 trading in the Equity Shares of the Company has been suspended due tonon-payment of Listing Fees.
The Shares of the Company are placed under GSM Stage VI based on SEBI directionvide Exchange notice no. 20170807-31 dated August 07 2017 and shall continue to remainin GSM Stage VI until further directions.
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 31st March2020 all the applicable accounting standards prescribed by the Institute of CharteredAccountants of India have been followed along with proper explanation relating to materialdepartures if any;
2. 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 as at March 31 2020 and of the profit ofthe Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee underListing Regulations 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITSADEQUACY
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.
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
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted 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 adverse remark for the year underreview.
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. 22-24 in Formof MR-3 forming part of the Annual Report.
In addition to the above and pursuant to SEBI circular dated 8 February 2019 a reporton secretarial compliance by Mr. Sanjay Kumar Vyas for the FY2019-20 has been submittedwith 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 of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the KeyManagerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented 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)^) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31s March 2020 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 the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure 'IV' and forms an integral part of this Report. A statement comprising thenames of top employees in terms of remuneration drawn and every persons employedthroughout the year who were in receipt of remuneration in terms of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure 'V' and forms an integral part of this annual report. The above Annexure is notbeing sent along with this annual report to the members of the Company in line with theprovisions of Section 136(1) of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Corporate Office of the Company. Theaforesaid Annexure is also available for inspection by Members at the Corporate Office ofthe Company 21 days before and up to the date of the ensuing Annual General Meetingduring the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than 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.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
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 2019-20.
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.
Your Directors state that during Financial Year 2019-20:
The Company has not issued any Equity Shares with differential rights as toDividend Voting 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 theRegulators or Courts of Tribunals during the year ended March 31 2020 which would impactthe going concern status of the Company and its future operations.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.