The Members of Pro Fin Capital Services Limited
Your Directors have pleasure in presenting their 28th Annual Report and the auditedfinancial
statements for the financial year ended 31st March 2019
1 Financial Results
The summarized financial results for the financial year ended 31st March 2019 arepresented below:
|Details ||Financial year ended ||Financial year ended |
| ||31st March 2019 (stand alone) ||31st March 2018 (stand alone) |
|Income ||6169.11 ||3129.76 |
|Profit before tax ||299.62 ||222.78 |
|Taxation ||83.38 ||61.35 |
|Minority Interest || || |
|Transfer to statutory reserve & provision for standard assets ||90.84 ||61.15 |
|Profit for the year ||118.32 ||100.28 |
|Balance brought forward || || |
|previous year (loss) ||1.05 ||(99.23) |
|Less: Dividend proposed including dividend distributioin tax ||7.06 || |
|Balance carried to balance sheet (loss) ||112.31 ||1.05 |
The Income during the financial year ended 31st March 2019 is Rs. 6169.11 Lakhscompared to
Rs. 3129.76. Lakhs The Profit for the year for the financial year ended 31st March 2019is Rs 118.32 lakhs compared to Rs. 100.28 lakhs in the previous year.
Dividend and Reserves
The Board of Directors has recommended a dividend of Rs. 0.10 per share (1%) on theequity shares
(subject to tax) for the financial year ended 31st March 2019.
During the year under review there was no change in the share Capital structure andthe paid up capital of the Company remains at Rs. 70669000 during the year the companyhad not issued any securities carrying convertible in to Equity Shares or carryingdifferential voting rights.
2. Finance & Accounts
The Company prepares its financial statements in accordance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAPP) asapplicable in India. The financial statements have been prepared on historical cost basis.The estimates and judgments relating to the financial statements are made on a prudentbasis so as to reflect in a true and fair manner the form and substance of transactionsand reasonably present the company's state of affairs profits and cash flows for thefinancial year ended 31st March 2019.
3. NBFC registration with RBI
During the year under report the Company continues to be registered with RBI as anNBFC.
The company has a subsidiary Tera Natural Resources and Pellets Private Limited.Necessary details in form AOC-1 are annexed to this report. The annual accounts of thesubsidiary and the related detailed information shall be made available to theshareholders of the Company seeking such information at any point of time. The annualaccounts of the subsidiary company shall also be kept open for inspection by anyshareholder at the Registered Office at B/ 503 Western Edge II Western Express HighwayBorivali (E) Mumbai- 400 066.
5. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and provisions of Regulations ofthe SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 the Boardhas carried out an evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Stakeholder Relationship and Nomination& Remuneration Committees. A separate exercise was carried out to evaluate theperformance of individual Directors who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation ofNon-Independent Directors was carried out by Independent Directors. The Directorsexpressed their satisfaction with the evaluation process
6. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. Remuneration Policy is available on company's websitewww.profincapital.co.in
7. Board of Directors
The Board of Directors of the Company is duly constituted. During the year underreport Mr. Atul Kumar was appointed as an Independent Directorin place of Mr. AnantPalan who has resigned from the post of Director from 5th September 2018 and Mr. ManavKumar was appointed as an
Independent Director in place of Mr. Neeraj Arora who has resigned from 4th April 2019.
Both Mr. Atul Kumar and Mr. Manav Kumar being additional directors are to beappointed at the ensuing annual general meeting as independent directors.
Mr. Anupam Gupta retires by rotation and being eligible offers himself forreappointment.
8. Meetings of Board of Directors
The Meetings of the Board of Directors are scheduled well in advance and held at theRegistered Office of the Company at Borivali. The notice confirming the meeting and thedetailed agenda is sent well in advance to all the Directors.
During the year under report the Board met 9 (Nine) times on 30.05.2018 06.08.2018 14.08.2018 05.09.2018 26.09.2018 14.11.2018 23.01.2019 30.01.2019 and 13.02.2019
9. Audit Committee
The Audit Committee consists of two independent directors and the CFO namely:
1) Mr. Neeraj Arora
2) Mr. Anant Palan (till 5th September 2018)
3) Mr. Atul Kumar (from 5th September 2018)
4) Mr. Abhay Gupta CFO
During the year the Audit Committee met 4 times on 30th May 2018 14th August 2018 14thNovember 2018 and 13 February 2019.
10. Listing of shares on BSE
During the financial year under report the equity shares issued by the companycontinue to be
listed on BSE. The Listed Capital of the Company is 7066900 at the face value of Rs.10/- each.
11. Extract of Annual Return
The extract of Annual Return in Form MGT 9 as required in section 92 of the CompaniesAct
2013 as at 31st March 2020 can be accessed by clicking at the following link
www.profincapital.co.in / downloads.php
12. Vigil Mechanism / Whistle Blower Policy
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the 'WhistleBlower Policy' for its Directors and employees to report instances of unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases. Accordingly 'Whistle Blower Policy' hasbeen formulated with a view to provide a mechanism for the Directors and employees of theCompany to approach Chairman of the Audit Committee of the Company. The purpose of thispolicy is to provide a framework to promote responsible and secure whistle blowing. Itprotects employees willing to raise concerns about serious irregularities within theCompany.
13. Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code. The Companies Code of Conduct is available oncompanies Website.
14. Particulars of loans guarantees or investments by the Company
The Company has not given any Loans or provided Guarantee and Security within themeaning
of section 186 of Companies Act 2013.
15. Significant and material orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts againstthe
Company during the year.
16. Directors responsibility statement
To the best of knowledge and belief and according to the information and explanationobtained by them your directors make the following statement in terms of section 134 (3)(c) read with section 134(5) of the Companies Act 2013 in preparation of the AnnualAccounts for the year ended on March 31 2019 and state that:
PRO FIN CAPITAL SERVICES LTD.
(i) That in preparation of annual accounts for the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
(ii) And applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Companyas at 31st March 2019 and of the profit of the Company for the year ended on that date;
(iii) 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;
(iv) That the annual accounts have been prepared on a going concern basis
(v) That the directors have devised proper systems to ensure compliance with theprovisions
of all applicable law and that such systems were adequate and operating effectively
17. Statutory auditors
M/s. Mukesh Harjani Chartered Accountants who are statutory auditors of the Companyare appointed until the conclusion of 31st Annual General Meeting. As per the amendedCompanies
Act no ratification of appointment of Auditors by members is required.
18. Cost Audit
The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicableto the company's operations.
19. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Company has appointed Mr. L. Krishnamoorthy Practicing CompanySecretary to undertake the Secretarial Audit of the Company for the financial year2018-2019. The Secretarial Audit Report for the financial year 2018-19 has been annexed tothis Report.
20. Internal control system and their adequacy
The Company has an effective internal control system commensurate with its size andscale of its operations. The Audit Committee reviews the adequacy and effectiveness of theinternal control systems and suggests improvements wherever required.
21. Environment and safety
The Company's operations do not pose any environmental hazards.
22. Statutory Information
(A) Conservation of energy: Not applicable
(B) Technology Absorption: Not applicable
( c) Foreign exchange earnings and expenses: Not applicable
24. Corporate Social Responsibility
The provisions of Section 135 are not applicable to the Company.
25. Related party transactions
All transactions entered with related parties for the financial year ended 31st March2019 were on arm's length basis and in the ordinary course of business. Hence provisionsof Section 188 of the Companies Act 2013 are not attracted and disclosure in Form AOC 2is not required. All related party transactions are placed before the Audit Committee andthe Board of Directors for approval. The related party transactions during the year aredisclosed in the Notes to the Accounts at appropriate place.
26. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition
and Redressal) Act 2013:
The Company has in place a Policy with respect to Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013 and has framed a Committeefor implementation and periodical review of such policy. 27. The requireddisclosures under the Companies (Appointment & Remuneration of Managerial Personnel)Rules 2014 are given in annexre 1which forms part of Report.
28. In Terms of Regulation 15 (2) of SEBI (LODR) Regulation Relating to CorporateGoveranance are not applicable to the company and hence the details are not given.
29 Disclosure under Regulation 3483 Read with Schedule V Pard C Clause (10)(I)of SEBI (LODR)
The Company has received a certificate from a company secretary in practice that noneof the Directors on the Board of the Company has been De barred or disqualitied from beingoppointed or continwing has Directors of the Company by SEBI Board / MCA Or any SuchStatutory authority.
Your Directors would like to place on record their sincere appreciation toShareholders
Bankers Institutions and Employees for their co-operation and support.
|Place: Mumbai ||For and on behalf of Board of Directors |
|Date: 29/05/2019 ||(Anupam N. Gupta) |
| ||Managing Director |