To the Members
Your Directors are pleased to present the Annual Report of your Company along withAudited Financial Statements for the year ended 31st March 2019.
Financial Results In Lacs
|Particulars ||2018-2019 ||2017-2018 |
|Revenue From Operation & Other Income ||2352.46 ||2777.05 |
|Profit before exceptional item and taxation ||31.08 ||28.11 |
|Less :- || || |
|Exceptional Items ||- ||- |
|Taxes ||8.09 ||7.23 |
|Net Profit after tax ||22.99 ||20.87 |
|Earning Per Share ||0.37 ||0.33 |
During the year under review the total income is 2352.46 lakh (previous year:2777.05 lakh). The profit before exceptional item and taxation is 31.08 lakh (previousyear: 28.11 lakh) and the net profit is 22.99 lakh (previous year: 20.87 lakh).
Operations and State of Affairs
The operation and state-of-affairs have been adequately explained in ManagementDiscussion and Analysis segment and form part of this report.
Transfer to reserves
Our Company has transferred amount of Rs. 621791 /- to Special Reserve as required bysection 45-IC of the RBI Act 1934.
In view of current and expected foreseeable growth opportunities the Board intends toretain the financial resources of the Company and therefore finds it prudent not topropose any dividend for the year under reporting.
Extract of Annual Return
As per the requirements of Section 92(3) of the Act and rules framed thereunder theExtract of the Annual Return for financial year 2018 - 19 is given in ANNEXURE - A in theprescribed Form No. MGT-9 which is a part of this report. The complete Annual Return isavailable on the Company's website www.purshottaminvestofin.in
There was no change in the paid share capital of the Company during the year ended on31st March 2019.
Employee Stock Option Plan (ESOP)
The Company did not issue any employee stock options / equity shares during thefinancial year under review under the Employee Stock Option Scheme.
During the year under review your Company has not taken any public deposits.
Particulars of Loans Guarantee and Investments
Loans Guarantees and Investments u/s 186 of the Companies Act 2013 form part of thenotes to the financial statements provided in this Annual Report.
Related Party Transactions
As per Section 188 the company has not been entered into any such nature oftransaction during the reportable period. However the company has taken loan from PlusCorporate Ventures Pvt Ltd. and loan given to Plus Corporate Ventures Pvt Ltd. BeatleTrading Pvt Ltd. Marubhumi Dealer Pvt Ltd and Ms. Vinita Jain W/o Mr. Pramod Kumar Jain.Details of which provide in Financial statements.
The Company has adopted a Related Party Transactions Policy. The policy as approved bythe Board is uploaded on the Company's website at the web link:https://www.purshottaminvestofin.in/codenpolicies.html
Form AOC-2 is marked as Annexure-C. Details of the transactions with Related Partiesare provided in the accompanying financial statements.
Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and the Listing Regulations. It establishes various levels of accountability andoverview within the Company while vesting identified managers with responsibility foreach significant risk.
The Company has laid down procedures to inform the Audit Committee as well as the Boardof Directors about risk assessment and management procedures and status.
The risk management process consists of risk identification and assessment; riskmeasurement mitigation and monitoring; and risk reporting.
Board of Directors
Appointment of Directors and Key Managerial Personnel
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and the provisions of theListing Regulations. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made there under and are independent ofthe management.
In accordance with the provisions of the Act Mr. Pramod Kumar Jain (DIN: 00112968)Whole Time Director of the Company retire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer himself for re-appointment. The Board ofDirectors recommends his re-appointment.
Mr. Nitin Kumar Patni and Mr. Raj Kumar Kedia have been appointed as IndependentDirector w.e.f. 17.12.2018 and 23.03.2019 by the Board. They hold office of the AdditionalDirector up to the date of ensuing A.G.M. The Company has received candidature noticeunder Section 160 of Act from Mr. Nitin Kumar Patni and Mr. Raj Kumar Kedia forappointment as Independent Director of the company.
During the year Board has changed the designation of Mr. Sahib Singh Gusain From WholeTime Director to Managing Director w.e.f. 17.12.2018 for the remaining period of histenure i.e. up to August 12 2023 subject to the approval by the members.
The information of Directors seeking appointment/reappointment as required pursuant toRegulation 36(3) of SEBI Listing Regulations is provided in the notice of the 30thAnnual General Meeting of the Company.
During the year 2018-19 information of Directors appointed/resigned provided incorporate governance report and hence not repeated here for the sake of brevity.
Policy on appointment and remuneration of Directors
The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations.
In accordance with the Nomination and Remuneration Policy adopted by the Company theNomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company.
The Committee is responsible for reviewing and vetting the profile of potentialcandidates vis-a-vis the required competencies and meeting potential candidates prior tomaking recommendations of their nomination to the Board in accordance with the Nominationand Remuneration Policy of the Company. The Nomination and Remuneration Committee hasformulated the criteria for determining requisite qualifications positive attributes suchas high standards of ethical behavior strong interpersonal and communication skills andsoundness of judgment and independence of Directors in terms of provisions of Section 178of the Act and the Listing Regulations.
The philosophy for remuneration of Directors Key Managerial Personnel and all otheremployees of the Company is based on the commitment of fostering a culture of leadershipwith trust. The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the following factors whileformulating the Policy:
(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(iii) Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company.
The Policy as approved by the Board is uploaded on the Company's website at the weblink: https://www.purshottaminvestofin.in/codenpolicies.html
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors
Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance performance of the Directors aswell as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.
The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
The criteria for performance evaluation of the Board and Independent Directors isuploaded on the Company's website at the web link:https://www.purshottaminvestofin.in/codenpolicies.html
Board and Committee Meetings
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the prescribed period.
Directors' Responsibility Statement
In terms of Section 134 (3) (c) of the Act your directors to the best of theirknowledge and belief and according to the information and explanations obtained by them inthe normal course of their work state that in all material respects:
a) In the preparation of the annual financial statements for the year under reportingthe applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b) Appropriate accounting policies have been selected applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company as at reporting date and of theprofit of the company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls wereadequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
Reporting of Frauds
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under section 143(12)of the Act and the rules made thereunder.
The Company has complied with the applicable provisions of the Secretarial Standardsissued by the Institute of Companies Secretaries of India.
Corporate Governance Report and Management Discussion & Analysis Report
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from M/s Kundan Agrawal & Associates Company Secretary in Practice incompliance with the requirements of Corporate Governance as stipulated in Regulation 27 ofSecurities Exchange Board of India (Listing Obligation and Disclosure Requirement)Regulation 2015 and of the Listing Agreement.
Vigil Mechanism / Whistle Blower Policy
The company has a vigil mechanism named Whistle Blower Policy' to deal withinstances of fraud and mismanagement if any. The details of the said policy is posted onthe website of the company at https://www.purshottaminvestofin.in/codenpolicies.html
Amendment in Code and Policies
Pursuant to the notified Listing Regulations by the Securities and Exchange Board ofIndia whereby the provisions of erstwhile Listing Agreement and various circulars issuedwith respect thereto were repealed the Company has suitably replaced the repealedprovisions of Listing Agreement with Listing Regulations in its relevant codes andpolicies adopted. The details of the aforesaid amendment in codes and policies of theCompany can be accessed at https://www.purshottaminvestofin.in/codenpolicies.html
Anti-Sexual Harassment Policy
The Company has not received any complaint of sexual harassment during the financialyear under reporting as required under the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013.
Code for Prevention of Insider Trading
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasadopted a Code for Prevention of Insider Trading. The objective of the code is to restrictan insider from dealing in the shares of the company either directly or indirectly when inpossession of unpublished price sensitive information and also to restrict communicationof such information. The code is applicable to directors and designated employees/ personsassociated with the company. The code enumerates the procedure to be followed for dealingin the shares of the company and periodic disclosures to be made. It also restricts theinsiders from dealing in the company's shares during the period when the TradingWindow' is announced closed. The company secretary has been designated as the
The details of the said code are posted on the website of the company athttps://www.purshottaminvestofin.in/codenpolicies.html
Internal Controls Systems and Adequacy
The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Directors' Report.
Auditors and Audit
i) Statutory Auditors
The Members at the 26th AGM of the Company held on September 1ST2015 had appointed M/s. STRG & Associates Chartered Accountants (ICAI FirmRegistration no. 014826N) as the Statutory Auditor of the Company to hold office up to theconclusion of 31st AGM of the Company subject to ratification of theirappointment by the shareholders every year. The Ministry of Corporate Affairs vide itsNotification dated May 7th 2018 has dispensed with the requirement ofratification of Auditor's appointment by the shareholders every year. Hence theresolution relating to ratification of Auditor's appointment is not included in the Noticeof the ensuing Annual General Meeting.
There are no qualifications reservations or adverse remarks made by M/s STRG &Associates Chartered Accountants as Statutory Auditors of the Company in their reportfor the financial year ended March 31 2019. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee or to the Board of Directors under section143(12) of the Act during the Year under review.
ii) Secretarial Audit
In accordance with the provisions of Section 204 of the Act and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hadappointed Kundan Agrawal & Associates Company Secretaries Delhi to undertake theSecretarial Audit of the company. The Secretarial Audit report is annexed herewith asAnnexure-D. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
During the Year the Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
iii) Cost Auditor
The provision of maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not applicable to thecompany as the company is Non-Banking Financing Company.
Nature of Business
There is no change in the nature of business during the period under review.
Increase In Borrowing Powers
During FY2019 pursuant to section 180(1)(c) of the Act the Company increased thelimit of the borrowing powers of the Board of Directors upto Rs 100 crore to meet itsgrowing business needs.
Subsidiaries/Joint Ventures/Associate Companies
The Company does not have any subsidiary Joint Ventures and Associate Company.
Material Changes and Commitments
There have been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
Corporate Social Responsibility
The provisions of the Act relating to Corporate Social Responsibility are notapplicable. Nevertheless the Company shall continue its endeavor to fulfill itsresponsibility towards society.
The Company has complied with all the necessary applicable prudential norms of RBIbeing NBFC during the year under review.
Significant and Material Orders passed by the Regulators or Courts
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
During the year the industrial relations at all the works of the Company were cordial.
Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by theshareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders Grievances Committee of the Board meets periodically and reviews the statusof the Shareholders Grievances.
The information required under Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 with anyamendments thereto is annexed as Annexure-B.
Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 with any amendments thereto is given are as under:
| ||Current Year ||Previous Year |
| ||2018-19 ||2017-18 |
|Energy Conservation ||NIL ||NIL |
|Technology Absorption ||NIL ||NIL |
|Foreign Exchange Earnings and Outgoing ||NIL ||NIL |
The Directors sincerely acknowledge the trust and confidence that has been placed bythe employees shareholders and investors in the Company. The Directors are thankful toall the employees and the officers of the Company for their dedication support andcooperation.
|On behalf of the Board of Directors || |
|For Purshottam Investofin Limited || |
|Sd/- ||Sd/- |
|Sahib Singh Gusain ||Pramod Kumar Jain |
|Managing Director ||Whole Time Director |
|DIN: 00649786 ||DIN: 00112968 |
|Place: New Delhi || |
|Date: 13.08.2019 || |