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Prism Finance Ltd.

BSE: 531735 Sector: Financials
NSE: N.A. ISIN Code: INE429Q01019
BSE 05:30 | 01 Jan Prism Finance Ltd
NSE 05:30 | 01 Jan Prism Finance Ltd

Prism Finance Ltd. (PRISMFINANCE) - Director Report

Company director report

Dear Members

Your Directors present the 24TH ANNUAL REPORT together with the AuditedFinancial Statements for the Financial Year 2017-18 ended 31st March 2018.

1. FINANCIAL RESULTS:

(Rs in lakh)

Particulars

2017-18

2016-17

Profit before Depreciation

130.69

125.06

Less: Depreciation

0.17

3.51

Profit before Taxation

130.52

121.55

Less: Provision for Taxation

27.50

29.49

Profit after Tax

103.02

92.06

Balance brought forward from previous year

275.89

183.83

Balance carried to Balance Sheet

378.91

275.89

There are no material changes and commitment affecting the financialposition of the Company which have occurred between 1st April 2018 and date of thisreport.

2. DIVIDEND:

With a view to conserve the resources for the working capitalrequirement of the Company the Board of Directors has not recommended any dividend on theEquity Shares for the year under review.

3. OPERATIONS:

The Company made profit before Depreciation of Rs 130.69 lakhduring the year under review compared to Profit of

Rs 125.06 Lakh during 2016-17. After providing for Depreciation andfor Tax expense the Net Profit during the year under review was Rs 103.02 lakhcompared to Net Profit of Rs 92.06 lakh during 2016-17.

4. DIRECTORS:

4.1. As per the Articles of Association of the Company at every AnnualGeneral Meeting 1/3rd of the Directors who are liable to retire by rotation will retireand the retiring Directors shall be those who are longest in the Office.

As per Section 152 of the Companies Act 2013 Independent Directorsare not to be included in the total number of Directors for the purpose of determiningretiring Directors.

As all the Directors of the Company are Independent Directors so thatas per Section 152 of the Companies Act 2013 no director will be liable to retire byrotation.

4.2. The Board of Directors duly met 6 times during the financial yearunder review.

4.3 The Company has received necessary declaration from eachIndependent Director of the Company under Section 149(7) of the Companies Act 2013 (theAct) that they meet with the criteria of their independence laid down in Section 149(6) ofthe Act.

4.4 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanismfor evaluating the performance of the Board of Directors as well as that of its Committeesand individual Directors including Chairman of the Board Key Managerial Personnel/Senior Management etc. The exercise was carried out through an evaluation process coveringaspects such as composition of the Board experience competencies governance issues etc.

4.5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act 2013it is hereby confirmed:

i. that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; ii. that the Directors had selected such accounting policies and applied themconsistently and made judgments 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 March 2018 beingend of the Financial Year 2017-18 and the Profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv. that the Directors had prepared the annual accounts on a goingconcern basis.

v. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

5. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policiessafeguarding of assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

6. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

The Company has not paid any Managerial Remuneration or other benefitsto any of its Directors. The Board of Directors has framed a Remuneration Policy thatassures the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors Key Managerial Personnel and Senior Management to enhancethe quality required to run the Company successfully. All the Board Members and SeniorManagement personnel have affirmed time to time implementation of the said Remunerationpolicy.

The Nomination and Remuneration Policy are available on the Company'swebsite- www.prismfinance.in.

7. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:

There are no material payments to KMP/ Employees. As no materialpayments have been made the amount is not comparable with the performance of the Company.The numbers of Employees of the Company are two. There is no Employee drawing remunerationrequiring disclosure under Rule 5(2) of Companies Appointment & Remuneration ofManagerial personnel) Rules 2014. p>

8. VOLUNTARY EXIT FROM NBFI BUSINESS AND SURRENDER OFCERTIFICATE OF REGISTRATION AS NON BANKING FINANCIAL COMPANY (NBFC) WITH RESERVE BANK OFINDIA (RBI):

The Company is not carrying any Financing Activities as a Non- BankingFinancing Company (NBFC) and also not meeting the requirement of the ratio betweenFinancial Income (FI) and Gross Income (GI) i.e. FI to be more than 50% of GI asprescribed by RBI as most the of income of the Company is realized from other than NBFCactivities such as Sale of Shares Sale of Clothes/Fabrics etc. Hence the Company hasapplied to RBI for surrender the Certificate of Registration.

9. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEESINVESTMENT & SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans Guaranteesand Investments covered under the provisions of Section 188 and 186 of the Companies Act2013 respectively are given in the notes to the Financial Statements attached to theDirectors' Report.

All transactions entered by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis.During the year the Company had not entered into any transactions with related partieswhich could be considered as material in accordance with the policy of the Company onmateriality of related party transactions.

The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at www.prismfinance.in

10. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Report on CorporateGovernance Management Discussion and Analysis (MDA) and a certificate regardingcompliance with the conditions of Corporate Governance are appended to the Annual Reportas

Annexure - A.

11. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required underSection 204(1) of the Companies Act 2013 from M/s. Pinakin Shah & Co. CompanySecretaries Ahmedabad. The said Report is attached with this Report as Annexure –B. As regards the observation of the Auditors the Company is in the process ofidentifying and appointing Managing Director.

12. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form – MGT-9 has been attachedherewith as Annexure – C.

13. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Companyis regular in payment of Annual Listing Fees. The Company has paid Listing fees up to theyear 2018-19.

The Company being listed at BSE Limited (Designated & NationwideStock Exchange) received a letter dated 2nd November 2017 from The Ahmedabad StockExchange Limited (ASEL) intimating delisting of securities from ASEL pursuant to the SEBIdirections.

14. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with eitherof the depositories viz NSDL and CDSL. The ISIN No. is INE429Q01019.

15. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/STAKEHOLDERS' RELATIONSHIP

COMMITTEE:

The details of various committees and their functions are part ofCorporate Governance Report.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS

AND OUTGO:

Your Company being in the Industry of Investment Finance and Tradingthe particulars relating to conservation of Energy Technology Absorption etc. are notapplicable. The Company has not earned or spent any amount in Foreign Exchange.

17. GENERAL:

17.1. STATUTORY AUDITORS:

The present Auditors of the Company M/s. Parikh & MajmudarChartered Accountants and Ahmedabad are the Statutory Auditors of the Company for aperiod of 5 years to hold office till the conclusion of 28th AGM to be held in the year2022.

The remarks of Auditor are self explanatory and have been explained inNotes on Accounts.

17.2 INSURANCE:

The movable and immovable properties of the Company to the extentrequired have been adequately insured risks such as fire strike civil commotionmalicious damages etc.

17.3 DEPOSITS:

The Company has not accepted during the year under review any Depositsand there were no overdue deposits.

17.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time isreviewed by the Audit Committee of Directors as well as by the Board of Directors. ThePolicy is reviewed quarterly by assessing the threats and opportunities that will impactthe objectives set for the Company as a whole. The Policy is designed to provide thecategorization of risk into threat and its cause impact treatment and control measures.As part of the Risk Management policy the relevant parameters for protection ofenvironment safety of operations and health of people at work are monitored regularlywith reference to statutory regulations and guidelines defined by the Company.

17.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVsas on 31st March 2018.

17.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable tothe Board of Directors and Senior Management. All the Board Members and Senior Managementpersonnel have affirmed compliance with the code of conduct.

17.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS:

There has been no significant and material order passed by anyregulators or courts or tribunals impacting the going concern status of the Company andits future operations.

17.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

17.9 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors underSection 143(12) of the Companies Act 2013.

18. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements the Company hasfollowed the Accounting Standards referred to in Section 133 of the Companies Act 2013.The significant accounting policies which are consistently applied are set out in theNotes to the Financial Statements.

19. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation toPromoters Shareholders and Customers for their support and co-operation. Your Directorsalso place on record their gratitude to the Bankers of the Company and GovernmentDepartments for their confidence reposed in the Company.

For and on behalf of the Board

Anal R. Desai

Chairman

Place : Ahmedabad Date : 20th July 2018