Your Directors present the 28TH ANNUAL REPORT together with theAudited Financial Statements for the Financial Year 2021-22 ended 31st March2022.
1. FINANCIAL RESULTS:
(Rs in lakh)
|Particulars ||2021-22 ||2020-21 |
|Profit before Depreciation ||1176.56 ||347.51 |
|Less : Depreciation ||0.30 ||0.17 |
|Profit before Taxation ||1176.26 ||347.34 |
|Less: Provision for Taxation ||105 .88 ||12.61 |
|Profit after Tax ||1070.38 ||334.73 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2022 and date of this report.
With a view to conserve the resources the Board of Directors has not recommended anydividend on the Equity Shares for the year under review.
The Company incurred Profit before Depreciation of Rs. 1176.56 lakh during the yearunder review compared to profit before Depreciation of Rs. 347.51 lakh during 2020-21.After providing for Depreciation the Net Profit during the year under review was Rs.1070.38 lakh compared to Net Profit of Rs. 334.73 lakh during 2020-21.
4. COVID-19 PANDEMIC:
This being the second year of Covid-19 pandemic the Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCovid-19. There is slow down in the business of the Company due to pandemic which hadimpact on operations.
The Equity Shares of the Company are listed on BSE Limited. The Company is regular inpayment of Annual Listing Fees. The Company has paid Listing fees up to the year 2022-23.
6. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2022 was Rs.650.03 Lakhs. As on 31st March 2022 the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity and none of theDirectors of the Company hold any convertible instruments.
The Company does not propose to transfer any amount to General Reserves.
8.1. The Board of Directors duly met 8 times during the financial year under review.
8.2 Mr. Udayan D. Velvan resigned as an Independent Director of the Company w.e.f. 4thDecember 2021.
8.3 The Board based on the recommendations of the Nomination and RemunerationCommittee had appointed Mr. Hemendra C. Shah as Independent Director w.e.f. 4th December2021 to hold the office upto the date of forthcoming 28th Annual GeneralMeeting (AGM). It is proposed to appoint Mr. Hemendra C. Shah as an Independent Directorsnot liable to retire by rotation for a term of five consecutive years w.e.f. 4thDecember 2021 to 3rd December 2026.
8.4 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act. The IndependentDirector shall enroll his / her name in the Databank being maintained by Indian Instituteof Corporate Affairs to qualify as an Independent Director. The enrollment of IndependentDirectors has been completed and they have furnished the declaration affirming theircompliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6of Companies (Appointment & Qualification of Directors) Rules.
8.5 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
8.6 All being Independent Directors of the Company none of the Director is liable toretire by rotation.
8.7 DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement of Section 134 ofthe Companies Act 2013 it is hereby confirmed:
i. that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
ii. that the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March2022 being end of the Financial Year 2021-22 and the profit of the Company for the year;
iii. that the Directors had taken proper and sufficient care for 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;
iv. that the Directors had prepared the annual accounts on a going concern basis.
v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
10. MANAGERIAL REMUNERATION:
The Company has not paid any Managerial Remuneration or other benefits to any of itsDirectors. The Board of Directors has framed a Remuneration Policy that assures the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors Key Managerial Personnel and Senior Management to enhance the qualityrequired to run the Company successfully. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company's website-www.prismfinance.in.
11. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:
A. % increase in remuneration of Directors & KMP:
|Sr. No. ||Name of the Director & KMP ||Designation ||Percentage Increase (If any) |
|1. ||Mr. Chirag Desai ||CFO ||25% |
|2. ||Ms. Palak Parekh ||Company Secretary ||- |
B. The numbers of Employees of the Company are two. There is no Employee drawingremuneration requiring disclosure under Rule 5(2) of Companies Appointment&Remuneration of Managerial personnel) Rules 2014.
12. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Directors'Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.prismfinance.in
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Your Company being in the Industry of Investment Finance and Trading the particularsrelating to conservation of Energy Technology Absorption etc. are not applicable. TheCompany has not earned or spent any amount in Foreign Exchange.
14. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance (on voluntarybasis) Management Discussion and Analysis (MDA) and a certificate regarding compliancewith the conditions of Corporate Governance are appended to the Annual Report as Annexure- A.
15. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Pinakin Shah & Co. Company Secretaries Ahmedabad.The said Report is attached with this Report as Annexure B. The remarks ofAuditor for non-appointment of Managing Director is self-explanatory.
16. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the draft AnnualReturn as on 31st March 2022 is available on the Company's websitewww.prismfinance.in.
17. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per provisions of 135 of the Companies Act 2013 and Rules made thereunder theCompany has constituted a CSR Committee of Directors consisting of Mr. Kashyap R. MehtaChairman Ms. Anal R. Desai and Mr. Hemendra C. Shah as members and has laid down a CSRpolicy. The CSR provisions of the Companies Act 2013 and rules made thereunder becameapplicable to the Company from the year 2022-23 by triggering the net profit of the year2021-22. Accordingly the Company was not required to spend any amount towards CSR duringthe year 2021-22.
Some of the core areas identified by the Committee are Education Health Environmentwomen empowerment Animal Welfare Hunger etc. The Company will spend the requisite amounttowards CSR during the year 2022-23 within the time specified in Section 135 of theCompanies Act 2013 and Rules made thereunder.
19.1. STATUTORY AUDITORS:
The present Auditors of the Company M/s. Parikh & Majmudar Chartered AccountsAhmedabad will retire at the ensuing 28th Annual General Meeting.
The remarks of Auditors are self-explanatory and have been explained in Notes onAccounts.
In terms of Section 139 of the Companies Act 2013 read with Companies (Audit &Auditors) Rules 2014 the Board of Directors has recommended the appointment of M/s.Apaji Amin & Co LLP Chartered Accountants (Firm Registration No. 100513W/W100062) asStatutory Auditors of the Company for a period of 5 years to hold office from theconclusion of the ensuing 28th AGM till the conclusion of 33rd AGMon remuneration to be decided by the Board or Committee there of.
The Company has obtained consent from M/s. Apaji Amin & Co LLP CharteredAccountants Ahmedabad to the effect that their appointment as Auditors of the Companyfor period of 5 years commencing from the Financial Year 2022-23 to 2026-27 if made willbe in accordance with the provisions of Section 139 and 141 of the Companies Act 2013.
The Shareholders are requested to consider and approve the appointment of the StatutoryAuditors of the Company.
The movable and immovable properties of the Company to the extent required have beenadequately insured risks such as fire strike civil commotion malicious damages etc.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
19.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31stMarch 2022.
19.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.
19.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
19.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.
19.10 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
19.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
20. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
21. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
22. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI your Directors haveframed and approved Insider Trading Policy for the Company i.e. Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information' andCode of Conduct for Regulating Monitoring and Reporting of Trading by DesignatedPersons/Insiders'. The Policy is available on the company's website.
23. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz NSDL and CDSL. The ISIN No. is INE429Q01019
Your Directors express their sincere thanks and appreciation to Promoters Shareholdersand Customers for their support and co operation. Your Directors also place on recordtheir gratitude to the Bankers of the Company and Government Departments for theirconfidence reposed in the Company.
| ||For and on behalf of the Board |
|Place : Ahmedabad ||Anal R. Desai |
|Date : 18th July 2022 ||Chairman |