FOR THE YEAR ENDED 31" MARCH 2021
We have pleasure in presenting the 26lh Annual Report and Audited Statementsof Accounts of the Company for the year ended 31" March 2021.
CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM
Pursuant to circulars from the Ministry of Corporate Affairs ("MCA") dated 8April 2020 13 April 20205 May 2020 and 13 January 2021 read with SEBI Circulars dated12May 2020 and 15January 2021 relaxation has been afforded to the companies in respect ofsending physical copies of annual report to members and conducting AGM through VC/OAVMtill 31 December 2021. Accordingly the financial statements (including Directors' ReportCorporate Governance Report. Management Discussion & Analysis Auditors' Report andother documents to be attached therewith) for this year as well are being sent throughelectronic mode to those members whose email addresses are registered with the Company'sRegistrar and Share Transfer Agent viz. Integrated Registry Management Services PrivateLimited and whose names appear in the Register of Members as on Wednesday 4lhAugust 2021. The Company has also made arrangements for those members who have not yetregistered their email address to get these registered by following the procedureprescribed in the notice of AGM.
FINANICIAL RESULTS AND STATE OF COMPANY'S AFFAIRS
The financial results for the year ended 31" March 2021 are as under:
Rs. in Lakhs
| ||Standalone ||Consolidated |
|Particulars ||31.03.2021 ||31.03.2020 ||31.03.2019 ||31.03.2021 |
|Income ||481 ||1111 ||1094 ||481 |
|Total Expenses ||735 ||827 ||706 ||735 |
|Profit before depreciation ||-231 ||303 ||406 ||-231 |
|Depreciation ||23 ||19 ||18 ||23 |
|Profit/(loss) before Tax ||-253 ||283 ||388 ||-253 |
|Provision for taxation ||-64 ||78 ||144 ||-64 |
|Profit/(loss) After Tax ||-189 ||205 ||244 ||-189 |
STATE OF COMPANY'S AFFAIRS
Consequent to the severe impact of COV1D -19 in the Foreign Exchange business sectorthe Company reported a higher Loss after tax both standalone and consolidated of INR.(18911370) compared to the previous year net profit which was TNR 20561124/-.
CHANGES IN SHARE CAPITAL
The Paid up Equity Share Capital as on March 31 2021 was Rs. 82496500/- comprisingof 8249650 shares of Rs. 10/- each. During the year under review the Company has notissued any equity share and shares with differential voting rights nor granted stockoptions /sweat equity.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OFTHE REPORT
There was no material change or commitment affecting the financial position of theCompany between the end of the financial year of the Company and the date of the reportother than those disclosed in the financial statements.
Your Company is not declaring any dividend for the current Financial Year as thecompany is proposing to fund new projects & strive for business excellence.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of the Companies Act 2013 any unclaimed or unpaid Dividend relating to the financial year 2013-14 will be transferred to the Investor Education and Protection Fundestablished by the Central Government after the conclusion of this Annual GeneralMeeting.
TRANSFER TO GENERAL RESERVE
The Company has transferred it's loss amount to the reserves account.
The company has not accepted any deposits during the year.
PARTICULARS OFLOANSGUARANTEES AND INVESTMENTS
Your company has invested 40% in the equity share capital of the "Prithvi Globa!FX Private Limited" which was formed on 21st October 2020 .Details of loans given andinvestment made by the company have been given in notes to the Financial Statement.
The company has not given any guarantee / security during the year pursuant to theprovisions of Section 186 of the Companies Act 2013.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
|Name of Director ||Designation |
|Mr. Deenadayalan Kuppuswamy Narayanaswamy ||Chairman (Non-Executive Independent Director) |
|Mr. Pavan Kumar Kavad ||Executive Director |
|Ms. Anuradha Jayaraman ||Non-Executive Women Independent Director |
|Mr. Mahavir Chand ||Non-Executive Independent Director |
|Mr. Suresh Kumar ||Non-Executive Director |
|Mr. S P Mahesh ||Chief Financial Officer (KMP) |
|Mr. Sneha Goenka ||Company Secretary (KMP) |
In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Suresh Kumar Director is liable to retire by rotation atthe ensuing Annual General Meeting ("AGM") and being eligible offers himself forre-appointment. Your directors recommend the re-appointment of Mr. Suresh Kumar.
During the year Ms. Sneha Goenka was appointed as Company Secretary and complianceofficer of the company w.e.f 5 March 2021.
During the year Mr. Prince Thomas Company Secretary and compliance officer of thecompany resigned w.e.f 7"'November 2020.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their declarations stating thatthey meet the criteria of independence as laid down under Section 149(6) of the Act andRegulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ('the Listing Regulations'). In the opinion ofthe Board they fulfil the conditions of independence as specified in the Act and theListing Regulations and are independent of the management.
SUBSIDIARIES JOINTVENTURES AND ASSOCIATE COMPANIES ASSOCIATE COMPANY:
Your Company had invested 40% in the share capital of the "Prithvi Global FXPrivate Limited" which was formed on 21st October 2020. Details attached in"Annexure F" as AOC-1 The Company does not have any joint venture and subsidiarycompany.
The social and economic disruption caused by the pandemic is devastating the entirenation which had specifically hit the certain sectors in a worsen sincere one such isTours and Travel industry since our Company is mainly supported by the internationaltravel Tourism was one of the first sectors to be deeply impacted by the pandemic asmeasures introduced to contain the virus led to a near-complete cessation of tourismactivities around the world. The COVID-19 pandemic has hit the tourism economy hard withunprecedented effects on jobs and businesses. Destinations that rely heavily oninternational business and events tourism are struggling. This sector also risks beingamong one of the last to recover with the ongoing travel restrictions and the globalrecession. This has consequences beyond the tourism economy with many other sectors thatsupport and are supported by tourism also significantly impacted. The impacts of COVID-19on tourism threaten to increase poverty and inequality and reverse nature and culturalconservation efforts. The pandemic also risks slowing down progress towards theSustainable Development Goals.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its various committees. The directors held separate discussions with eachof the Directors of the Company and obtained their feedback on overall board effectivenessas well as each of the other Directors.
A Separate meeting of the independent directors was convened which reviewed theperformance of the Board (as a whole) the non- independent directors and the ChairmanPost the separate meeting of the Independent Directors collective feedback of eachIndependent Directors was discussed by the Chairman of the meeting.
MEETINGS OF THE BOARD OF DIRECTORS
During the year 2020-2021 Eight (8)Board meetings were held on the following dates:
|Date of Meeting ||No. of Directors entitled to attend meeting ||No. of Directors attended meeting |
|25.07.2020 ||5 ||4 |
|08.08.2020 ||5 ||3 |
|29.08.2020 ||5 ||4 |
|12.09.2020 ||5 ||4 |
|16.10.2020 ||5 ||5 |
|04.11.2020 ||5 ||4 |
|06.02.2021 ||5 ||5 |
|05.03.2021 ||5 ||4 |
COMPOSITION OF AUDIT COMMITTEE
The composition of the members of the Committee is as under:
|Name of Member ||Designation |
|Mr. Deenadayalan Kuppuswamy Narayanaswamy ||Chairman |
|Mr. Mahavir Chand ||Member |
|Mr. Pavan Kumar Kavad ||Member |
Details about the other Committees its Composition and meeting conducted dates areprovided elsewhere in this report.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof Whistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None of the Whistle blowers has beendenied access to the Audit Committee of the Board. The Whistle Blower Policy of theCompany is available on the website of the Company http:// prithvifx.com/.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY:
The Board on the recommendation of the Nomination & Remuneration Committee framed apolicy on Directors' appointment and remuneration including criteria for determiningqualification positive attributes independence of a Director and other matters providedunder sub-section (3) of Section 178. The said Policy is available on the website of theCompany - http://prithvifx.com/
CORPORATE GOVERNANCE REPORT:
Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A detailed report onCorporate Governance as required under the Listing Regulations is provided in a separatesection and forms part of the Annual Report as Annexure E.
Ms. Diyali B and Associates (Membership number 242354) Chartered Accountants Chennaiare the Statutory Auditors of the Company.
There are no qualifications or reservations or remarks made by the auditors in theirreport.
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 M/s V. Esaki & Associates a firm of Company Secretaries to undertake theSecretarial Audit of the Company. The report on the Secretarial Audit carried out for theyear 2020-21 is annexed here with as 'Annexure-B' The Secretarial Audit Report isself-explanatory.
There are no qualifications or reservations or remarks made by the Secretarial Auditorsin their report.
The provisions of section 148 of the Act are not applicable to our company.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the Listing Regulations the Company hasformulated a Policy on Related Party Transactions and the same can be accessed on theCompany's website at http://prithvifx.eom/.All related party transactions that wereentered into during the financial year were in the ordinary course of the business. Therewere no significant related party transactions made by the company with related partieswhich might have potential conflict with the interest of the company.AOC 2 is enclosed asAnnexure C.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (3) (c) read with section 134 (5) of the Companies Act 2013the Directors to the best of their knowledge and belief and according to the informationand explanations obtained by them confirm that they had:
I. Followed the applicable accounting standards in the preparation of the financialstatements for the financial year 2020 -21 and there are no material departures;
ii. selected such accounting policies and applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the loss of theCompany for the year under review;
iii. taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany preventing and detecting fraud and other irregularities and
iv. Prepared the financial statements for the financial year on a 'going concern'basis.
v. Laid down internal financial controls to be followed by the Company and suchinternal financial controls were adequate and were operating effectively.
vi. Devised proper systems to ensure compliance with the provisions of all applicablelaws and such systems were adequate and operating effectively.
BUSINESS RISK MANAGEMENT
Pursuant to Section 134(3)(n) of the Companies Act 2013. In the opinion of the boardthere is no risk that may threaten the existence of the Company except the ongoing socialand economic disruption caused by the pandemic. The details of the risk and threat asperceived by the company on a cautionary basis are annexed in the Management anddiscussion analysis report.
As per the requirements of Section 92(3) and 134(3) (a) of the Act and Rules framedthere under the annual return in form MGT-07 for FY 2020-21 is uploaded on the website ofthe Company and the same is available on http://prithvifx.com.
PARTICULARS OF EMPLOYEES
Section 197 Read with rule 5(1) of the Companies(Appointment and Remuneration ofManagerial Personnel) Rules2014 in respect of employees of the Company is annexed as'Annexure- D'. Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to our Company.
SEXUAL IIARRASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2020-21 the Company has not received any complaints on sexual harassment.
a) The Internal control systems and adequacy are discussed in detail in the ManagementDiscussion and Analysis annexed to the Directors Report as "Annexure A"
b) The Company has established a formal vigil mechanism named "Prithvi WhistleBlower Policy" for reporting improper or unethical practices or actions which arevolatile of the code of conduct of the Company. There was no instance reported during theyear under review through this.
PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE
The information on conservation of Energy Technology absorption and Foreign ExchangeEarnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is NIL.
NO SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSWHICH IMPACTS THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
Your directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers various statutory bodies of theGovernment of India and the company's employees at all levels.
For and on behalf of the Board
| ||Sd/- |
| ||Pavan Kumar Kavad |
| ||Executive Director |
| ||DIN: 07095542 |
|Place : Chennai || |
|Date : 31-07-2021 || |