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Prism Finance Ltd.

BSE: 531735 Sector: Financials
NSE: N.A. ISIN Code: INE429Q01019
BSE 00:00 | 18 Dec Prism Finance Ltd
NSE 05:30 | 01 Jan Prism Finance Ltd
OPEN 19.85
PREVIOUS CLOSE 19.85
VOLUME 400
52-Week high 19.85
52-Week low 19.85
P/E 14.49
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.85
CLOSE 19.85
VOLUME 400
52-Week high 19.85
52-Week low 19.85
P/E 14.49
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prism Finance Ltd. (PRISMFINANCE) - Director Report

Company director report

Dear Members

Your Directors present the 25THANNUAL REPORT together with the Audited FinancialStatements for the Financial Year 2018-19 ended 31st March 2019.

1. FINANCIAL RESULTS:

(Rs. in lakh)
Particulars 2018-19 2017-18
Profit/(Loss)before Depreciation (105.92) 130.69
Less: Depreciation 0.17 0.17
Profit/(Loss) before Taxation (106.09) 130.52
Less: Provision for Taxation - 27.50
Profit/(Loss) after Tax (106.09) 103.02

There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2019 and date of this report.

2. DIVIDEND:

With a view to conserve the resources of the Company the Board of Directors has notrecommended any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The Company incurred Loss before Depreciation of Rs. 105.92 lakh during the year underreview compared to Profit of Rs.130.69 lakh during 2017-18. After providing forDepreciation the Net Loss during the year under review was Rs. 106.09 lakh compared toNet Profit of Rs. 103.02 lakh during 2017-18.

4. LISTING:

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 2019-20.

5. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March 2019 was Rs. 650.03 Lakhs.As on 31st March 2019 the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity and none of the Directors of the Company holdany convertible instruments.

6. RESERVES:

Keeping in view the loss incurred your Company does not propose to transfer any amountto General Reserves.

7. DIRECTORS:

7.1. Ms. Poonam P. Patel has been appointed as Managing Director of the Company w.e.f.9th April 2019 for a period of 3 years.

7.2 Based on the recommendations of the Nomination and Remuneration Committee it isproposed to re-appoint Mr. Udayan D. Velvan Mr. Kashyap R. Mehta and Ms. Anal R. Desai asIndependent Directors of the Company for a second consecutive term of 5 years from theconclusion of this 25th AGM up to the conclusion of the 30thAGM respectively and they willnot be liable to retire by rotation.

7.3 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.

7.4 Brief profile of the Directors being appointed and re-appointed as required underRegulations 36(3) of Listing Regulations 2015 and Secretarial Standard on GeneralMeetings and the justification for appointment/ reappointment of Independent Directors areprovided in the notice for the forthcoming AGM of the Company.

7.5 The Board of Directors duly met 6 times during the financial year under review.

7.6 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.

7.7 DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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 March 2019 beingend of the Financial Year 2018-19 and the Loss 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.

8. 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 safeguardingof assets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

9. 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.

10. 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. Ms. Poonam P. Patel* Managing Director NA
2. Mr. Chirag Desai CFO 26.04%
3 Ms. Palak Parekh Company Secretary -

* appointed w.e.f. 9th April 2019

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.

11. VOLUNTARY EXIT FROM NBFI BUSINESS AND SURRENDER OF CERTIFICATE OF REGISTRATION ASNON BANKING FINANCIAL COMPANY (NBFC) WITH RESERVE BANK OF INDIA (RBI):

The Company is not carrying any Financing Activities as a Non- Banking FinancingCompany (NBFC) and also not meeting the requirement of the ratio between Financial Income(FI) and Gross Income (GI) i.e. FI to be more than 50% of GI as prescribed by RBI as mostof the income of the Company is realized from other than NBFC activities such as Sale ofShares Sale of Clothes/Fabrics etc. Hence the Company has applied to RBI for surrenderthe Certificate of Registration.

12. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:

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 theDirectors’ 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 theyear the Company had not entered into any transactions with related parties which couldbe considered 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 ANDOUTGO:

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 during the year 2018-19 is selfexplanatory.

As regards the observation of the Auditors the Company has yet not taken specialefforts to collect copy of PAN and bank account details of all securities holders holdingsecurities in physical form pursuant to Point 12 of para II of Annexure to the SEBICircular No. SEBI/ HO/ MIRSD/ DOP1/ CIR/ P/ 2018/ 73 dated 20th April 2018.

16. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form – MGT-9 has been attached herewith as Annexure– C. The same is also available on the Company’s website atwww.prismfinance.in.

17. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate GovernanceReport.

18. GENERAL:

18.1. STATUTORY AUDITORS:

The present Auditors of the Company M/s. Parikh & Majmudar Chartered AccountantsAhmedabad are the Statutory Auditors of the Company for a period of 5 years to hold officetill the conclusion of 28th AGM to be held in the year 2022.

The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.

18.2 INSURANCE:

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.

18.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.

18.4 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.

18.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31stMarch 2019.

18.6 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.

18.7 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.

18.8 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 soas to ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

18.9 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.

18.10 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.

18.11 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.

19. 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.

20. 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

21. ACKNOWLEDGEMENT:

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 2019 Chairman

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