The Members of Pro Fin Capital Services Limited
Your Directors have pleasure in presenting their 30th Annual Report and theaudited financial statements for the financial year ended 31st March 2021
1 Financial Results
The summarized financial results for the financial year ended 31st March2021 are presented below:
Rs. In Lakhs
|Details ||Financial year ended 31st March 2021 (standalone) ||Financial year ended 31st March 2020 (standalone) |
|Income ||2023.713 ||3467.04 |
|Profit before tax ||704.03 ||447.32 |
|Taxation ||3.01 ||116.27 |
|Minority Interest ||- ||- |
|Transfer to statutory reserve & provision for standard assets ||- ||66.32 |
|Profit for the year ||706.57 ||295.07 |
|Balance brought forward previous year (loss) ||414.45 ||119.37 |
|Less: Dividend proposed including dividend distribution tax || || |
|Balance carried to balance sheet (loss) ||292.12 ||414.45 |
The Income during the financial year ended 31st March 2021 is 2023.713Lakhscompared to Rs. 3467.04. Lakhs. The Profit for the year for the financial year ended 31stMarch 2021 is Rs 706.57lakhs compared to Rs. 295.07lakhs in the previous year.
Dividend and Reserves
Board of Directors of the Company does not recommend any dividend for the year underconsideration. No amount is transferred to General reserves for the financial year2020-21.
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. Change In Nature Of Business If Any:
During the year under review there is no change in nature of business.
3. Finance & Accounts
The Company prepares its financial statements in accordance with the requirements ofthe Companies Act 2013(hereinafter referred as "the Act" or "Act") andthe Generally Accepted Accounting Principles (GAPP) as applicable in India. The financialstatements have been prepared on historical cost basis in conformity with the IndianAccounting Standards ("Ind AS"). The estimates and judgments relating to thefinancial statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the financial year ended 31st March 2021.
4. NBFC registration with RBI NBFC registration with RBI
During the year under report the Company continues to be registered with RBI as anNBFC.
5. Subsidiaries and Associate Company
Tera Natural Resources Private Limited is associate company. Necessary details in formAOC-1 are annexed to this report.
6. Statement On Annual Evaluation Of Board Committee And Its Directors
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
7. 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
8. Board of Directors
The Board of Directors of the Company is duly constituted.
Mr. Anupam Gupta retires by rotation and being eligible offers himself forreappointment. Appropriate resolution for his re-appointment is being placed for theapproval of the shareholders of the Company at the ensuring AGM
During the year under report Ms. Neelam was appointed as Additional Director in placeof Mrs. Neha Gupta who has resigned from the post of Director from 12/02/2021.
9. 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 (Eight) times on 26.06.202024.07.202013.08.2020 07.09.2020 29.10.2020 10.11.2020.12.02.2021 22.03.2021 and24.03.2021.
10. Audit Committee
The Audit Committee consists of two independent directors and the CFO namely:
1) Mr. Atul Kumar
2) Mr. Manav Kumar
3) Mr. Abhay Gupta - CFO
During the year the Audit Committee met 4 times on 24.07.2020 13.08.2020 10.11.2020and 12.02.2021
11. Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of two independent directors and theCFO namely:
1) Mr. Atul Kumar
2) Mr. Manav Kumar
3) Mr. Abhay Gupta - CFO
During the year the Nomination and Remuneration met 2 times on 26.06.2020 and12.02.2021.
12. Internal Financial Controls:
The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of fraud and errors the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures.
13. 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 facevalue of Rs. 10/- each.
14. 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 2021 can be accessed by clicking at the followinglink www.profincapital.co.in/downloads.php
15. 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.
16. 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.
17. 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.
18. 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.
19. Material Changes Affecting The Financial Position Of The Company:
There have not been any material changes and commitment affecting the financialposition of the Company during the financial year 2020-21.
20. 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 2021 and state that:
(i) That in preparation of annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(ii) And applied them consistently and made judgments and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat 31st March 2021 and of the profit of the Company for the year ended on thatdate;
(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 operatingeffectively
21. Statement On Declaration By Independent Director:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of Companies Act 2013 read with Rules and Regulation 16(1) (b) of SEBI (ListingObligation and disclosure requirements) Regulation 2015 with the Stock Exchanges.
22. Statutory auditors
M/s. A K Kocchar & Associates Chartered Accountants was appointed as a statutoryauditors of the Company w.e.f. 26.06.2020 for the term of 5 years.
23. Cost Audit
The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicableto the company's operations.
24. 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 year2020-21. The Secretarial Audit Report for the financial year 2020-21 has been annexed tothis Report.
25. 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.
26. Environment and safety
The Company's operations do not pose any environmental hazards.
27. Statutory Information
(A) Conservation of energy: Not applicable
(B) Technology Absorption: Not applicable
(C) Foreign exchange earnings and expenses: Not applicable
28. Corporate Social Responsibility
The provisions of Section 135 are not applicable to the Company.
29. Related party transactions
All transactions entered with related parties for the financial year ended 31stMarch 2021 were on arm's length basis and in the ordinary course of business. Henceprovisions of Section 188 of the Companies Act 2013 are not attracted and disclosure inForm AOC 2 is not required. All related party transactions are placed before the AuditCommittee and the Board of Directors for approval. The related party transactions duringthe year are disclosed in the Notes to the Accounts at appropriate place.
30. 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.
31. The required disclosures under the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 are given in annexre 1 which forms part of Report.
32. 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.
Your Directors would like to place on record their sincere appreciation toShareholders Bankers Institutions and Employees for their co-operation and support.