PROVESTMENT SERVICES LIMITED
1. PRESENTATION OF THE ANNUAL REPORT
Your Directors have pleasure to present the Twenty Sixth Annual Report (26th)Annual Report on the business and operations and Audited Statement of Accounts of yourCompany for the Financial Year ended on 31stMarch 2020.
2. FINANCIAL RESULTS
The Financial Results of the Company for the Financial Year ending on 31st March 2020are as under:
|PARTICULARS ||Year ended on 31st March 2020 ||Year ended on 31st March 2019 |
|Total income ||1058888887 ||1188633099 |
|Total Expenditure ||1055682926 ||1179442601 |
|Profit before tax ||3205961 ||9190498 |
|Tax Expenses || || |
|Less: || || |
|Current Tax ||726000 ||3093782 |
|Previous year Tax ||- ||183757 |
|Deferred tax ||318486 ||493048 |
|Profit after tax for the period ||2161475 ||5419911 |
|Jd: Balance brought forward from previous Year ||6000000 ||6000000 |
|Surplus available for appropriation ||49612005 ||46985396 |
|Balance Surplus carried to Balance Sheet ||65746240 ||63119631 |
|Earnings per share || || |
|Basic ||0.42 ||1.06 |
|Diluted ||0.42 ||1.06 |
3. FINANCIAL PERFORMANCE
The total income has been decreased from the last financial year. During the year2019-20 your Company recorded profit before tax of Rs. 32 05961 (Previous year Rs. 9190498).The Profit after tax for the year has come out to be Rs. 21 61475 as compared toRs. 54 19910in year 2019.For details please refer to the standalone financialstatements forming part of this Annual Report.
For detailed analysis of operational performance please refer to Management Discussionand Analysis Report forming part of this Annual Report.
4. IMPACT OF COVID-19 ON THE COMPANY
In the last month of Financial Year 2020 the COVID-19 pandemic developed rapidly intoa global crisis forcing governments to enforce lock-downs of all economic activityresulting in a sudden and tremendous drop in demand for Domestic/international air travelas countries closed their borders and imposed stringent travel restrictions. The COVID-19pandemic has probably been the most devastating of financial and social crisis of recenttimes leading to suspension of almost all economic activity and forcing a country widelockdown. Tourism which contributes 5.06 per cent in India's GDP (2016-17) is one suchindustry which has been ignored in this recovery package. The ongoing pandemic travelrestrictions and the country wide lockdown have brought the entire tourism industry to astandstill and unlike other sectors tourism will take longer to recover especiallyleisure tourism.
Our Travel division was hit in the last quarter by a sharp and sudden decline in traveldemand due to the COVID-19 pandemic with corporate and retail customers seeking refundsfor their disrupted travel plans.The travel ban has largely impacted tour operators andtravel agencies as the restrictions have not only affected current bookings but futurebookings too. With March and April being peak season for Indian travelers heading to bothdomestic and international destinations nearly 90% bookings of hotel and flights havebeen cancelled for the same period. According to the Indian Association of Tour Operators(IATO) the hotel aviation and travel sector together may incur losses of about INR 8500Crore due to travel restrictions imposed on foreign tourists by India which further putsat risk the survival of smaller to medium sized organizations including the jobs ofseveral thousand if not Lakh of individuals. For tour operators and travel agents acrossthe length and breadth of the country average losses in revenues compared with the sameperiod last year have been in the range of 50-80%.
The close of our financial year 2019-20 was wrought by the COVID-19 pandemic that hadforced more than half of humanity into lockdown by the end of March 2020. Aviation andtravel industries were amongst the first and hardest hit and are faced with anunprecedented challenge that will continue to impact it in the financial year 2020-21.
Future prospects of company due to Impact of Covid-19
The company is considering diversifying the business of the company to sustain in themarket as there is no good opportunity of revenue generation in near future with existingactivities related to tours and travel agency. The company is planning to make apreferential allotment to infuse fresh funds to undertake any new activity which isfocused on packaging industry. The details will be shared by the company to the membersshortly.
The Board of Directors has not recommended any Dividend recommend for Financial Year2019-20 as company is retaining the reserves for future prospects.
During the year under review your Company has transferred an amount of Rs. 65746240/- to Reserve and Surplus.
Cash and cash equivalent as at March 31 2020 was Rs. 1 49 40777/-. The Companycontinues to focus on judicious management of its working capital.
8. RESOURCE MOBILIZATION
Your Company constantly monitors its resource base and taps the appropriate opportunityto minimize the weighted average cost of funds. During the year your Company met its fundrequirements for disbursement as well as repayment/redemption of loans by way offinancialassistance from banks on short term basis andinternal accruals. The Company has tied upwith various banksfor financial assistance to meet its future requirement ofresources.Your Company is confident of meeting the funds requirements by raising resourcesat competitive rates.The Company has not invited any deposit from the public under Section73 and 74 of the Companies Act2013 during the year under review. There was no publicdeposit outstanding as at the beginning or end of theyear ended on March 31 2020.
9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
COVID-19 is significantly impacting business operation of the companies.Your Directorsare optimistic about company's business and hopeful of better performance. There was nochange in the nature of business of Company.
The company is considering diversifying the business of the company to sustain in themarket as there is no good opportunity of revenue generation in near future with existingactivities related to tours and travel agency. The company is planning to make apreferential allotment to infuse fresh funds to undertake any new activity. As and whencompany will find a new feasible venture to be incorporated as a business activity it willbring the same in the notice of the members of the company and will seek their consent.
10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THIS REPORT
Material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report:
The outbreak of Corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity/Business operations.
(A) AUTHORISED SHARE CAPITAL
The Authorised Share Capital of the Company stands at Rs. 62500000/- (divided into62 50000 Equity Shares of Rs. 10/- each).
During the year there has been no change in Authorized Share Capital of the company.
(B) PAID -UP SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2020 was Rs.51030000/-(divided into 5103000 Equity Shares of Rs. 10/- each).
During the year under review; the Company has not issued any further Share Capital.
There was no change in the Capital of the Company during the year.
12. CODE OF CONDUCT
Directors Key Managerial Personnel and Senior Management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Whole-time Director is attached as''Annexure-I"which forms a part of this Report of the Directors.
13. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)
APPOINTMENT/RESIGNATION OF DIRECTOR:
During the year under review Appointment/Resignation of Directors are as follows:
|Name of the Director ||Designation ||Appointment/ Resignation ||Date |
|1 Mr. NESAR AHMED ||Non-Executive - Independent Director ||Resignation ||18-10-2019 |
|2 Mrs. ANJALI KHURANA ||Non-Executive - Independent Woman Director ||Resignation ||11-02-2020 |
|3 Mrs. BENU SEHGAL ||Non-Executive - Independent Woman Director ||Appointment ||06-01-2020 |
|4 Mr. CHANDER SUBHASH KWATRA ||Non-Executive - Independent Director ||Appointment ||06-01-2020 |
The Board of Directors of the Company is duly constituted. None of the Directors isdisqualified from being appointed as such under the provision of Section 164 (1) of theCompanies Act 2013.
RE-APPOINTMENT OF DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act 2013 and as perthe Articles of Association of the Company Mr. Vinod Ralhan (DIN: 00146449) shall beretire by rotation at ensuing 26th Annual General Meeting (AGM) and beingeligible offer himself for reappointment. The details of Directors seeking re-appointmentat the ensuing Annual General Meeting has been provided in the Notice of the AnnualGeneral Meeting forming part of the Annual Report.
The Board of Directors of the Company recommends the re-appointment of Mr. Vinod Ralhan(DIN: 00146449) who is liable to retire by rotation and being eligible offer himself forreappointment.
As per Para Cclause (10)(i) of Schedule V of the Securities Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015 read with regulation34(3) of the said Listing Regulationsis attached and forms a part of this Report as "Annexure-XI".
14. MANAGEMENT'SDISCUSSION AND ANALYSIS REPORT
A comprehensive Management's Discussion and Analysis Report as required underRegulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached and forms a part of this Report as "AnnexureII'.
During the year Eight(08)Board Meetings were convened and held and details thereof arementioned in the Report on Corporate Governance forming part of this Annual Report. Theintervening gap between the Meetings was within the period as prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
*Further 1(one) resolution passed by circulation dated 02-07-2019.
GENERAL BODY MEETING
Annual General Meeting of the Company was held during the year. Details are given inCorporate Governance Report.
AUDIT COMMITTEE MEETINGS
During the year Five (5) Audit Committee Meetings were convened and held the detailsof which are given in the Corporate Governance Report.
NOMINATION & REMUNERATION COMMITTEE MEETINGS
During the year Four (4) Meetings of Nomination & Remuneration Committee wereconvened and held the details of which are given in the Corporate Governance Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE MEETING
During the year One (1) Meeting of Stakeholders' Relationship Committee was convenedand held the details of which are given in the Corporate Governance Report.
INDEPENDENT DIRECTORS MEETINGS
During the year One (1) Meeting of Independent Director's was convened and held thedetails of which are given in the Corporate Governance Report.
16.EVALUATION OFTHE BOARD'S PERFORMANCE
In compliance with the provisions of Section 134 and 178 of the Companies Act 2013 andRegulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an Annual performance evaluation of its own performancethe Directors individually as well as the evaluation of the working of its BoardCommittee. The manner of evaluation hasbeen explained in the Corporate Governance Report.
The Board had carried out an annual performance evaluation of its own performance itscommittees and all the Directors pursuant to the requirements of the Act and the ListingRegulations. The process of evaluation was undertaken through discussions amongst theDirectors on the basis of criteria formulated by the Nomination and Remuneration Committeesuch as the composition of Committees understanding of Company's principles and valuesBoard effectiveness in providing guidance to the management and processes followed at themeetings etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as constitution and composition ofCommittees effectiveness of performance of the committees as outlined in their terms ofreference.
In a separate meeting of Independent Directors the performance of Non-IndependentDirectors the Chairman of the Board and the Board as a Whole was also evaluated by theIndependent Directors and the recommendation of the Independent Directors were presentedto the Board.
17.INDEPENDENT DIRECTORS DECLARATION
The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in respect of meeting the criteria of independenceprovided under Section 149(6) of the said Act. The Independent Directors have confirmedand declared that they are not disqualified to act as an Independent Director incompliance with the provisions of Section 149 of the Companies Act 2013 and the Board isalso of the opinion that the Independent Directors fulfil all the conditions specified inthe Companies Act 2013 making them eligible to act as Independent Directors.
18.PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS
Criteria for performance evaluation of Independent Directors as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 also form part ofthis Report as "Annexure III'.
19.SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March2020. As such the Company is not required to consolidate its account with any otherCompany.
As per the Companies (Accounts) Rules 2014 the Company is not required to consolidateits Financial Results with the Associate Companies for the Financial Year ended March 312020.Therefore no need to comply with the Section 129(3) of the Companies Act 2013 andthe Company has prepared its standalone financial statements which forms part of thisAnnual Report.
Pursuant to the provisions of Section 136 of the Act the standalone financialstatements of the Company along with relevant documents are available at InvestorRelations section of the website of the Company at www.provestment.net.
20.INTERNAL CONTROL SYSTEM & ITS ADEQUECY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andReporting Financial Statements.
21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
22. EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3) (a) of the Companies Act2013 read with the Companies (Management and Administration) Rules 2014 as prescribed inForm No. MGT-9 has been waived off by Companies (Amendment) Act 2017. Therefore Form No.MGT-9 is available at the website of the Company - www.Provestment.net as per above saidamendment.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
1) There were no Loans covered under the provisions of Section 186 of the CompaniesAct 2013 during the year under review made by the Company.
2) M/s Provestment Services Limited has given fixed deposit of Rs. 30 00000 assecurity to government on behalf of M/s Pro Labels Private Limited since the year 2013-14under EPCG.
3) The Company has given a Corporate Guarantee and is co- borrower for the Loanfacility availed by M/s. Gold Star Realtors Limited for Rs. 40.00 Cr (Rs. Forty Croreonly) for LIC Housing Finance Limited Lucknow.
24. PARTICULARS OF RELATED PARTY TRANSACTION
All Related Party Transactions that were entered into by the Company during thefinancial year were on an Arm's Length Basis and were in the ordinary course of business.There is no material significant Related party transactions made by the Company withPromoters Directors and Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large. The details of Related Party Transactions have beenprovided in Form AOC -2 marked as "Annexure -IV".
25. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company strongly believes in providing a healthy work environment that is free ofany discrimination and harassment for each and every individual working for the Companythrough various interventions and practices. It is our continued endeavour to create anenvironment that enables employees to work without any fear of prejudices gender bias andharassment including sexual harassment. The Company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and rules made thereunder. During the year under review the Company had conductedvarious workshops and interactive awareness programs for sensitizing the employees withthe provisions of the aforesaid Act.
Pursuant to requirements of the aforesaid Act read with rules made thereunder theCompany has constituted an internal complaints committee to deal with the complaintsreceived by the Company.
During the year under review no complaints were received by the Company. The Companyis an equal opportunity employer and consciously strives to build a work culture thatpromoter's dignity of all employees. As required under the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andRules framed thereunder;
a) The Company has in place a policy on prevention prohibition and redressal of sexualharassment at work place which has been made part to the Code of Business Conduct andEthics applicable to all the employees of the Company.
b) All women permanent temporary or contractual including those of service providersare covered under the policy.
26. POLICIES OF COMPANY
> RELATED PARTY TRANSACTION POLICY (REGULATION 23(1) OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Related Party Transaction Policy as formulated by the Company defines the materialityof related party transactions and lays down the procedures of dealing with Related PartyTransactions. The details of the same are provided in Corporate Governance Report formingpart of this Annual Report. There were no materially significant related partytransactions i.e. transactions of material nature with its promoters directors or seniormanagement or their relatives etc. that may have potential conflict with the interest ofcompany at large. Transactions entered with related parties as defined under the CompaniesAct 2013 and Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year 2019-20 were mainly in the ordinary course ofbusiness and on an arm's length basis.
Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andRegulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.As per the provisions of Section 188 of the Companies Act 2013 approval of the Board ofDirectors is also obtained for entering into Related Party Transactions by the Company. Aquarterly update is also given to the Audit Committee and the Board of Directors on therelated party transactions undertaken by the Company for their review and consideration.
During the year the Company has not entered into any material contract arrangement ortransaction with related parties as defined under Regulation 23(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Related PartyTransaction Policy of the Company.
None of the Directors have any pecuniary relationships or transactions vis-a-vis theCompany.
> DOCUMENTRETENTIONAND ARCHIVAL POLICY (DRAP) (REGULATION 9 OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall Formulate a policy for preservation of documents and Regulation 30(8) of theRegulations is also required to have an archival policy on archiving all informationdisclosed to stock exchange(s). The same has been adopted by the Company.
> MATERIALITY DISCLOSURE POLICY (MDP) (REGULATION 30 OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that everylisted entity shall make disclosures of any events or information which in the opinion ofthe Board of Directors of the Listed Company is material and the same being adopted bythe Company.
> VIGIL MECHANISM / WHISTLE BLOWER POLICY (REGULATION 22 SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015)
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has formulated WHISTLE BLOWER POLICY to deal with instance of unethical behavioractual or suspected fraud or violation of the Company's code of conduct if any. TheCompany has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns
about unethical behavior actual or suspected fraud or violation of the Company'spolicies. The Audit Committee on a quarterly basis reviews the status of complaintssummary of findings and action taken in accordance with the policy.
> RISK MANAGEMENT POLICY (REGULATION 17(9) (A) OF SEBI (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS 2015)
Pursuant to provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has formulatedand adopted a Risk Management Policy which covers a formalised Risk Management Structurealong with other aspects of Risk Management i.e. Credit Risk Management Operational RiskManagement Market Risk Management and Enterprise Risk Management. The Risk ManagementPolicy approved by the Board acts as an overarching statement of intent and establishesthe guiding principles by which key risks are managed across the organisation. Directorsare overall responsible for identifying evaluating and managing all significant risksfaced by the Company.
The Company has also in place a risk management policy to address risks such as foreignexchange risk and interest rate risk which was reviewed and approved by the Board.
> NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of Nomination and Remuneration Committee has framed apolicy for selection and appointment of Directors Senior Management and theirremuneration.
The Company's Policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermanners provided under Sub- Section (3) of Section 178 the Companies Act 2013 is as below:
The appointment policy for Independent Directors Key Managerial Personnel & SeniorExecutives is as under-
(A) Independent Directors:
Independent Directors will be appointed based on the criteria mentioned under section149(6) of the Companies Act 2013 and in accordance with other applicable provisions ofthe Companies Act 2013 rules made there under & Listing Agreements entered withStock Exchanges.
(B) Key Managerial Personnel (KMP):
KMP will be appointed by the resolution of the board of directors of the Company basedon the qualification experience and exposure in the prescribed fields. Removal of the KMPwill also be doneby the Resolution of the Board of Directors of the Company.Appointment/Removal will be in accordance with provisions of the Companies Act 2013rules made there under & Listing Agreements entered with Stock Exchanges.
(C) Senior Executives:
Senior Executives will be appointed by the Chairman & Whole-time Director and/orExecutive Director of the Company based on their qualification experience & exposure.Removal of the Senior Executives will also be by Chairman & Whole-time Director and/orExecutive Director. Further appointment & removal will be noted by the Board asrequired under Clause 8(3) of Companies (Meetings of Board and its Powers) Rules 2014.
> SEXUAL HARRASSMENT POLICY
The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Work place and an Internal Complaints Committee (ICC) has beenconstituted thereunder.
The primary objective of the said Policy is to protect the women employees from sexualharassment at the place of work and also provides for punishment in case of false andmalicious representations.
> INSIDER TRADING POLICY
The Policy provides the framework in dealing with securities of the Company.
27. PARTICULARS OF EMPLOYEES & REMUNERATION
Information in accordance with the provisions of Section 134(3) (q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees and remuneration isgiven in "'Annexure-V". I n terms of Section 136 of the Act thereport and the accounts are being sent to the members excluding the said annexure and thesame is available for available for inspection at the Registered office of the Companyduring business hours.
28. ANNUAL LISTING FEE
The Company has paid the Annual Listing fee for the Financial Year 2019-2020 to BSELimited.
29. COMMITTEES OF COMPANY
> AUDIT COMMITTEE
The Audit Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee Mr.Vinod Ralhan and Mr. Anil Lakhani as members. The details of term of reference of theAudit Committee member dates of meeting held and attendance of the members are givenseparately in the Corporate Governance Report.
> NOMINATION &REMUNERATION COMMITTEE
The Audit Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee Mr.Vinod Ralhan and Mr. Anil Lakhani as members. The details of term of reference of theCommittee member dates of meeting held and attendance of the members are given separatelyin the Corporate Governance Report.
> STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Audit Committee comprises of Mrs. Benu Sehgal as the Chairman of the Committee Mr.Vinod Ralhan and Mr. Anil Lakhani as members. The details of term of reference of theCommittee member dates of meeting held and attendance of the members are given separatelyin the Corporate Governance Report.
30. CORPORATE GOVERNANCE
The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations 2015) as its Equity Share Capital is less than Rs.10 Crore andNet Worth is not exceeding Rs.25 crores as on the last day of the previous financialyear. Your Company believes in adopting best practices of corporate governance. ThereforeCorporate Governance principles are enshrined in the spirit of Company which forms thecore values of the Company. These guiding principles are also articulated through theCompany's code of business conduct corporate governance guidelines charter of varioussub committees and disclosure policy."Annexure-VI".
Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Corporate Governance Report is made a part of this Report. As per theapplicable provisions of Schedule- V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance practicesfollowed by your Company on compliance with Corporate Governance norms under the ListingRegulations.
A certificate from the auditors of the Company regarding compliance of the conditionsof Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached with this Report. The Company iscomplying with Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with regard to Corporate Governance and reports to that effect are beingregularly filed with the Stock Exchanges. The Company has obtained declaration from theDirectors and Senior Management members of the Company for compliance of Code of Conductand the Certificate from Executive Director (Whole-time Director) was placed before theBoard of Directors and adopted.
A separate report on Corporate Governance together with a certificate from theSecretarial Auditors of the Company regarding compliance of conditions of CorporateGovernance in compliance of Regulation 34 of the Listing Regulations forms part of thisAnnual Report.
31. AUDITORS' & THEIR REPORTS
(A) STATUTORY AUDITORS
At the 26th AGM to be held on 30th September2020 approval of members required forappointed of M/s Khiwani& Co. Chartered Accountants [Firm Registration No: 002589N]as the Statutory Auditor of the Company for a term of 1(one) year from the conclusion ofthis Annual General Meeting till the conclusion of the 27th Annual GeneralMeeting from this Annual General Meeting.
The Statutory Auditors have submitted a certificate as required under Section 139(1)of the Act confirming that they meet the criteria provided in Section 141 of the Act.
(B) STATUTORY AUDITORS REPORT
There is no qualification observation or adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the financial yearended on 31st March 2020. The Notes on financial statements are self-explanatory andneeds no further explanation.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report areself-explanatory.
The Notes on Accounts and the observations of the Auditors in their Report on theAccounts of the Company are self explanatory and in the opinion of the Directors do notcall for any clarifications.
(C) INTERNAL AUDITOR
The internal auditor of the Company is M/s. M.K. Bhatt & Co. CharteredAccountants was appointed for the Financial Year 2020-21 in according to Section 138 ofthe Companies Act read with Companies (Accounts) Rules 2014 and carried out the rolesand responsibilities which are as follows:
Evaluated and provided reasonable assurance that risk management control andgovernance systems are functioning as intended and will enable the organization'sobjectives and goals to be met.
Reported risk management issues and internal controls deficiencies identifieddirectly to the audit committee and provided recommendations for improving theorganization's operations in terms of both efficient and effective performance.
Evaluated information security and associated risk exposures.
Evaluated regulatory compliance program with consultation from legal counsel.
(D) SECRETARIAL AUDITOR SECRETARIAL AUDITREPORTANDSECRETARIAL COMPLIACE REPORTSECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Board of Directorsappointed M/s. MB & Co. Company Secretaries as Secretarial Auditor to carry outSecretarial Audit of the records maintained by the Company for the Financial Year 2020-21.
SECRETARIAL AUDIT REPORT
The Report given by them for the said financial year in the prescribed Form No: MR-3 isannexed to this report as "Annexure-VII ^".The observations of theSecretarial Auditors in their report are self explanatory and have shown adverse remark.
The Report given by them for the said financial year is annexed to this report as "Annexure-VIIB".The observations of the Secretarial Auditors in their report are selfexplanatory and have shown adverse remark.
(E) COST AUDIT
The Cost Audit is not applicable on your Company.
32. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The notes on account referred to in Auditor's Report are self-explanatory andtherefore do not call for any further comments under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014.
The Secretarial Audit Report contains qualification reservations or other remarks.
33. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 2015 as amended and has dulycomplied with the provisions of the said code. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.
34. EXECUTIVE DIRECTOR/CFO CERTIFICATION
As required by the Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Certificate from Executive Director (Whole-timeDirector)/CFO had been obtained in accordance with Part B of Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which forms a part of thisreport as "Annexure-VIII".
35. COMPLIANCE CERTIFICATE BY THE AUDITORS
M/s. MB & Co. Company Secretaries have certified that the Company has compliedwith the conditions of Corporate Governance as stipulated in Schedule V to the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same forms apart of the Annual Report as "Annexure-IX".
The Company has not accepted any public deposits during the financial year underreport.
The Company has obtained In-Principal approval dated 17th August 2017 for DirectListing and permission on BSE main Board for its 5103000 Equity Shares of Rs. 10/ eachfor trading on the Bombay Stock Exchange (BSE) during the financial year. The Companyreceived listing & trading approval on dated 19th September 2017 from BSEand same was effective from 21st September 2017 to deal on the Exchange.
38.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTSOR TRIBUNALS
There are no orders passed by the Courts/ Tribunals which would impact the goingconcern status of the Company and its future operations but BSE had given approval forlisting of shares of the Company during the year.
39. DETAILS OF FRAUD REPORTED BY AUDITOR
No fraud has been noticed or reported by the Auditors including Secretarial Auditor ofthe Company as per Section 134 (3) (ca) of the Companies Act 2013 read with Companies(Amendment) Act 2015.
40. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES
As per the Securities and Exchange Board of India (SEBI) directives the transactionsof the Company's shares must be compulsorily in dematerialized form. Your Company hadentered into agreements with National Securities Depository Ltd. and Central DepositoryServices (India) Ltd. to facilitate holding and trading of shares in electronic form.Shareholders holding shares in physical form are requested to convert their holding intodematerialized form. Shareholders may utilize the nomination facility available by sendingduly filled form prescribed to our Registrar and Share Transfer Agent M/s. BeetalFinancial & Computer Services (P) Ltd. Your Company's equity shares are listed withBombay Stock Exchange Ltd. (BSE). The Company has paidthe Annual Listing Fees to saidStock Exchanges for the Financial Year 2017-18 2018-19 2019-20 and 2020-21.
41.SHARE TRANSFER SYSTEM
The Stakeholders Relationship Committee has authorized the Company Secretary of theCompany to approve the transfer of shares within a period of 15 days from the date ofreceipt in case the documents are completed in all respects. Shares under objection arereturned within two weeks. All request for dematerialization of shares are processed iffound in order and confirmation is given to the respective depositories that is NationalSecurities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15days.
42. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "Annexure-X' and is attached to this report.
43. DOCUMENTS PLACED ON THE WEBSITE
Pursuant to the provisions of the Companies Act 2013 SEBI (LODR) Regulations theCompany is required to place various Policies/Documents/ Details on the website of theCompany. The Company has a functional website and all the requisite information is beinguploaded thereat.
44. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your directors make the following statement in terms ofSection 134 of the Companies Act 2013;-
a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures.
b) 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 as at 31st March 2020.
c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
d) The directors had prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls and that such internalfinancial controls are adequate and have been operating effectively.
f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems have been found adequate andoperating effectively.
Your Directors confirm compliance of the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India by the Company.
45. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include the status of the promoters change ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation arrangement of funds.
Your Directors thank various Central and State Government Departments Organizationsand Agencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year.
The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.
| ||By Order of the Board of Directors || |
| ||For PROVESTMENT SERVICES LIMITED || |
|SD/- ||SD/- ||SD/- |
|DEEPIKA RAJPUT ||LALTRIPATHI ||PRAVEEN BHATIA |
|COMPANYSECRETARY ||DIRECTOR ||WHOLE TIME DIRECTOR |
|M.NO: 21202 ||DIN: 07720968 ||DIN:00147498 |
| || ||DATE:03/09/2020 |
| || ||PLACE: NEW DELHI |