To The Members
Your Directors have pleasure in presenting the 23rd Annual Report of yourCompany together with the Audited Statements of Accounts for the financial year endedMarch 31 2017.
| || ||( Rs. in Lakh) |
|Financial Results ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Income for the Year ||109.77 ||906.23 |
|Profit before Tax & Extraordinary Items ||0.80 ||8.10 |
|Less : Provision for Taxation ||0.25 ||2.50 |
|Profit after Tax ||0.55 ||5.60 |
|Add / (Less) : Extra Ordinary Items ||0.13 ||1.30 |
|Profit available for appropriation ||0.68 ||6.90 |
|Add : Profit Carried Forward from Previous Year ||280.79 ||275.27 |
|Appropriated as under : || || |
|Transfer to General Reserve ||0.11 ||1.38 |
|Balance carried forward to Next Year ||281.37 ||280.79 |
OVERVIEW OF ECONOMY
India is projected to grow by 7.7 per cent in fiscal 2017 remaining the fastestgrowing large developing economy as it benefits from strong private consumption andgradual introduction of significant domestic reforms a United Nations report said. TheUnited Nations World Economic Situation and Prospects (WESP) 2017 report said India'seconomy is projected to grow by 7.7 per cent in fiscal year 2017 and 7.6 per cent in 2018benefiting from strong private consumption. It however cautioned that low capacityutilisation and stressed balance sheets of banks and businesses will prevent a stronginvestment revival in the short term. The World Bank too decelerated India's GDP growthfor 2016-17 fiscal to 7 per cent from its previous estimate of 7.6 per cent citing theimpact of demonetisation. The UN report does not make any mention of the withdrawal of thehigh-denomination 500 and 1000 currency notes by the Indian government nor its impact onthe country's economic growth.
The report said India has positioned itself as the most dynamic emerging economy amongthe largest countries and is expected to remain the fastest growing on the back of robustprivate consumption and significant domestic reforms gradually being implemented by thegovernment. It estimated that in the 2016 fiscal India grew by 7.6 per cent.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations during the year was stood at Rs. 109.77 lakh incomparison to last years' revenue of Rs. 906.23 lakh. In term of Net Profit (after Tax& Extra-Ordinary Items) the same has been stood at Rs. 0.68 lakh in comparison tolast years' Net Profit of Rs. 6.90 lakh; showing a decline in comparison to last years'Profit.
Your Company is one of the RBI registered NBFC and is in the business of Finance &Investments.
Your Company is hopeful of recovering from bad phase as time progresses.
DIVIDEND AND RESERVES
Due to inadequate Profit and in order to conserve resources to meet the working capitalrequirements your Directors do not propose any dividend for the year under review.
During the year under review sum of Rs. 0.11 lakh were transferred to GeneralReserves.
The paid up Equity Share Capital as on March 31 2017 was Rs. 10.0001 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2017 none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Sharesof the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements theCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs Profits/(loss) and cash flows for the year ended31st March 2017.
The Company continues to focus on judicious management of its working capital.Receivables 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.
PARTICULARS OF LOANS GUARANTEES OR 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 and Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm's length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8 (2) of the Companies(Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A of Schedule V ofSEBI(LODR) Regulations 2015 is attached as Annexure I. Further there are no materiallysignificant transactions with related parties during the financial year which were incon_ict with the interest of the Company. Suitable disclosure as required by theAccounting Standards (AS18) has been made in the notes to the Financial Statements. Thepolicy on Related Party Transactions as approved by the Board is uploaded on the Company'swebsite.
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 2016-17.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2016-17 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 your Board has appointed Mrs. Saroj Devi Kothari as AdditionalIndependent Director of the Company w.e.f. 4th January 2017 to ful_l thevacancy caused due to the resignation of Ms. Susmita Kundu who has resigned from the Boardw.e.f. 4th January 2017 due to her pre-occupancy.
Further during the year Mr. Dhruva Narayan Jha has been appointed as IndependentDirector of the Company w.e.f. 20th May 2016 to broad base the Board.
Our Board comprises of distinguished members with varied experience mainly in the areaof finance law and accounting. The Board along with its Committees provides guidance formanaging the Company and also supervises and controls the performance of the Company.Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to _ve consecutive years on the board of a company but shall beeligible for re-appointment for another term up to _ve 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.
None of Independent Director of the Company is serving as Independent Director in morethan seven / three listed entities as required under Regulation 25 of Listing Regulations2015. Further none of the Directors of the Company is a member in more than tencommittees or is acting as Chairman of more than _ve committees (Committees being AuditCommittee and Stakeholder Relationship Committee) across all the Indian Public LimitedCompanies in which he/she is Director. Furthermore the necessary annual disclosures havebeen submitted by the Directors to the Company regarding Committee positions held by themin other public companies.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No. ||Name ||Designation ||Date of Appointment ||Date of Resignation |
|1. ||Ms. Susmita Kundu ||Independent Director ||- ||4th Jan 2017 |
|2. ||Mrs. Saroj Devi Kothari ||Independent Director ||4th Jan 2017 ||- |
|3. ||Mr. Dhruva Narayan Jha ||Independent Director ||20th May 2016 ||- |
|4. ||Ms. Nikita Sureka ||Company Secretary ||3rd Dec 2016 ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
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
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures 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 2017 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 the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. the annual accounts have been prepared 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
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 provision of Regulation 21 of Listing Regulations for constitution of RiskManagement Committee is not applicable to the Company.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies of your Company. Based on the report of the Internal Auditorsplaced before the Audit Committee process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. The internal controls have beenreported by the Auditors to be adequate and effective during the year.
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.com
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
AUDITORS Statutory Auditors
Existing Auditors M/s B. S. Kedia & Co. Chartered Accountants Kolkata who areretiring in ensuring Annual General Meeting have expressed their un-willingness tore-appoint themselves as Auditors of the Company.
In place of existing Auditors the Audit Committee recommended M/s Deepak Acharya &Associates (FRN 329654E) Chartered Accountants Kolkata for appointment to audit theaccounts of the Company from the conclusion of the 23rd Annual General Meeting up to theconclusion of the 28th consecutive Annual General Meeting (subject to ratification by themembers at every subsequent AGM). As required under the provisions of Section 139 &142 of the Companies Act 2013 the Company has obtained written confirmation under Rule 4of the Companies (Audit and Auditors) Rules 2014 from M/s. Deepak Acharya &Associates; that they are eligible for appointment as auditors and are not disqualifiedfor appointment under the Companies Act 2013 the Chartered Accountants Act 1949 or therules and regulations made there-under.
The proposed appointment is as per the term and within the limits laid down by or underthe authority of the Companies Act 2013 and that there are no proceedings pending againstthem or any of their partners with respect to professional conduct.
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 hasappointed Ms. Sinu Surolia Company Secretaries in Practice (C. P. No. 17293) to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed in this Annual Report as Annexure II.
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 2017 made under the provisionsof Section 92(3) of the Act is attached as Annexure III to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
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 the Companyhas not received any complaint of sexual harassment during the year under review.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013
Since the Company is one of the RBI registered non deposit taking NBFC and is into thebusiness of financing and investment activities in shares and securities; the informationregarding Conservation of Energy Technology Absorption Adoption and Innovation asdefined under section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is reported to be NIL.
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 deposits from thepublic within the meaning of section 73 of the Companies Act 2013 and the rules thereunder.
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 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 con_dence in the Company.
|Kolkata May 30 2017 ||By order of the Board |
| ||For Prime Capital Market Limited |
|Registered Office : ||Sushil Kumar Purohit |
|18A B.J.B. Nagar ||(DIN : 00073684) |
|Bhubaneswar-751014 Orissa ||Chairman & Managing Director |