To the Members
Your Directors are pleased to present the 32nd Annual Report of yourCompany along with Audited Financial Statements for the year ended 31st March2021.
|Particulars ||31.03.2021 ||31.03.2020 |
|Total Revenue ||32463800 ||128926912 |
|Profit before Finance Cost & Depreciation and Amortization Expenses ||10648144 ||5282196 |
|Finance Cost ||1992123 ||979213 |
|Depreciation and Amortization Expenses ||1060601 ||1252825 |
|Profit before Exceptional and Extra-ordinary Items and Tax ||7595421 ||3050158 |
|Exceptional Items/Prior Period Items ||- ||12000 |
|Profit before Extraordinary Items and Tax ||7595421 ||3038158 |
|Extraordinary Items ||- ||- |
|Profit before Tax ||7595421 ||3038158 |
|Tax Expenses || || |
|Current Tax ||2005646 ||899932 |
|Deferred Tax ||76367 ||125288 |
|Profit(Loss) for the Period before other comprehensive Income ||5666142 ||2263514 |
|Total Other Comprehensive Income ||- ||(769113) |
|Profit(Loss) for the Period ||5666142 ||1494403 |
|Earning Per Equity Shares || || |
|Basic ||0.90 ||0.36 |
|Diluted ||0.90 ||0.36 |
During the year under review the total income is 32463800 (previous year:128926912). The profit before exceptional item and taxation is 7595421 (previous year:3050158) and the net profit after tax & other comprehensive income is 5666142(previous year: 1494403).
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.
Subsidiaries/Joint Ventures/ Associate Companies
The Company has no Subsidiary Joint Ventures and Associate Company.
Transfer to reserves
Pursuant to the RBI Directions non-banking financial companies (NBFCs) are required totransfer a sum not less than 20 per cent of its net profit every year to reserve fundbefore declaration of any dividend. Accordingly the Company has transferred a sum of Rs.1133228 to reserve fund.
The Board of Directors has decided to retain the entire amount of profit for FinancialYear 2020-21 in the statement of profit and loss.
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.
In terms of the Section 92 (3) of Companies Act 2013 as amended the Annual Return ofthe Company is placed on the website of the Company www.purshottaminvestofin.in on thefollowing link: https://www.purshottaminvestofin.in/otherdisclosures.html
The paid-up Equity Share Capital as on 31 March 2021 was Rs. 628.36 Lacs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company. The shareholding of directors has been provided in report ofCorporate Governance and form part of this report.
During the year under review your Company has not taken any public deposits.
Particulars of Loans Guarantee and Investments
The Company being a non-banking financial company registered with the RBI and engagedin the business of giving loans is exempt from complying with the provisions of section186 of the Act w.r.t. loans. Accordingly the disclosures of the loans given as requiredunder the aforesaid section have not been made in this Report.
Investments form part of the notes to the financial statements provided in this AnnualReport. Further Company passed the resolution in 31st AGM held in FY 2020-21for increase in the limits applicable for making investments in Bodies Corporate.
Related Party Transactions
All contracts/arrangement/transactions entered by the Company during FY 2020-21 withrelated parties were in compliance with the applicable provisions of the Act and SEBIListing Regulations. Requisite approval of the Audit Committee was obtained for allrelated party transactions.
All related party transactions entered during FY 2020-21 were on arm's length basis andin the ordinary course of business of the Company under the Act.
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
No material transactions were entered with related parties referred to in sub-section(1) of section 188 during the financial year of the Company. Accordingly the disclosureof Related Party Transactions as required under Section 134(3)(h) of the Companies Act2013 in Form AOC-2 is not applicable.
Details of the transactions with Related Parties are also provided in the accompanyingfinancial statements.
In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure RequirementsRegulations) 2015 the Company has submitted the half yearly disclosure of related partytransactions to the BSE Ltd and appropriate approval taken from members for materialrelated party transaction as per Regulation 23 of SEBI LODR.
Directors and key managerial personnel (KMP)
A. Change in Directorate
Ms. Deepika Arora has been appointed as Additional Independent Director w.e.f. 29thJune 2020.
In the last AGM the designation of Ms. Deepika Arora (DIN: 08774487) has been changedfrom Additional Independent Director to Independent Director for a period of five years.As per the provisions of Companies Act 2013 she will not be liable to retire byrotation.
Ms. Sarbani Bhagat Independent Director resign w.e.f. 10th November 2020 (Close ofBusiness Hours) from the Board of Directors of the company due to some personal reasonsand other pre-occupations and there is no other material reason other than mention in herresignation letter.
Mr. Pramod Kumar Jain (DIN: 00112968) was appointed as the Whole-time Director of theCompany for a term of Three (3) years with effect from August 13 2018. Now the Board atits meeting held on August 11 2021 has recommended the re-appointment of Mr. Pramod KumarJain as Whole-time Director of the Company for another term of Three (3) years effectiveAugust 13 2021. The details of re-appointment have been furnished in the explanatorystatement to the notice of the ensuing annual general meeting.
Mr. Sahib Singh Gusain (DIN: 00649786) was appointed as the Whole-time Director of theCompany for a term of Three (3) years with effect from August 13 2018 and designated asManaging Director with effect from 17th December 2018. Now the Board at itsmeeting held on August 11 2021 has recommended the re-appointment of Mr. Sahib SinghGusain as Whole-time Director designated as the Managing Director of the Company foranother term of Three (3) years effective August 13 2021. The details of re-appointmenthave been furnished in the explanatory statement to the notice of the ensuing annualgeneral meeting.
Mr. Rajendra Prasad Chauhan (DIN 01444662) has been appointed on 11-08-2021 as anAdditional Director under Independent Category. He will hold the office till the date ofthe forthcoming Annual General Meeting. It is proposed to appoint Mr. Rajendra PrasadChauhan as a Director under Independent Director category at the Annual General Meeting tohold office for 5 consecutive years with effect from 11-08-2021 without being subject toretirement by rotation. The details of appointment have been furnished in the explanatorystatement to the notice of the ensuing annual general meeting.
B. Directors liable to retire by rotation
Mr. Pramod Kumar Jain Whole-time Director & CFO (DIN: 00112968) retires byrotation at the ensuing AGM being eligible offers themselves for re-appointment.Necessary details for re-appointment as required under the Act and SEBI ListingRegulations is given in the notice of 32nd AGM.
C. Key Managerial Personnel
Mr. Keshav Kumar Jha resigned and Mr. Pramod Kumar Jain appointed as Chief FinancialOfficer of the Company w.e.f. 30th June 2020.
Pursuant to Section 203 of the Act the Key Managerial Personnel of the Company as on31st March 2021 are:
a. Mr. Sahib Singh Gusain Managing Director
b. Mr. Pramod Kumar Jain Executive Director & CFO
c. Mr. Ankit Gupta Company Secretary
Declaration by Independent Directors
All the Independent Directors have given necessary declarations under Section 149(7) ofthe Act that they meet the criteria of independence as laid down under Section 149 (6) ofthe Act as amended and Regulation 16(1)(b) read with Regulation 25(8) of the SEBIListing 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.
Statement of Board of Directors
The Board of Directors of the Company are of the opinion that all the IndependentDirector of the Company appointed/re-appointed during the year possesses integrityrelevant expertise and experience required to best serve the interest of the Company. TheIndependent Directors have confirmed compliance of relevant provisions of Rule 6 of theCompanies (Appointments and Qualifications of Directors) Rules 2014.
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 compliance of section 134(3) (c) of the Act the Directors to the best of theirknowledge and belief confirm that:
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 internal financial controlswere adequate 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.
Policy on appointment and remuneration of Directors
The Nomination & Remuneration Policy of the Company is in place and is attached asAnnexure - A to this Report. 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.
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.
Your Directors express their satisfaction with the evaluation process and inform thatthe performance of the Board as a whole its Committees and its member individually wereadjudged satisfactory.
Corporate Governance and Management Discussion & Analysis Report
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Annual Report together with the Certificate from M/s Kundan Agrawal& Associates Company Secretary in Practice in compliance with the requirements ofSecurities Exchange Board of India (Listing Obligation and Disclosure Requirement)Regulation 2015. The Auditors' Certificate for the financial year 2020-21 does notcontain any qualifications reservations or adverse remarks.
Vigil Mechanism / Whistle Blower Policy
The company has a vigil mechanism named 'Whistle Blower Policy' to deal with instancesof fraud and mismanagement if any. The details of the said policy is posted on thewebsite of the company at https://www.purshottaminvestofin.in/codenpolicies.html
The Company affirms that no personnel have been denied access to the Audit Committee.
Anti-Sexual Harassment Policy
No complaint of Sexual Harassment was received during the financial year 2020-21.Internal Complaint committee is not required to be constituted as the worker in ourorganisation is less than 10 during the Financial Year.
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 'Trading Window'is announced closed. The company secretary has been designated as the Compliance Officer.
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 Thereof
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
In terms of Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Members of the Company in 31st Annual General Meeting held on 26thSeptember 2020 approved the appointment of M/s. STRG & Associates CharteredAccountants (ICAI Firm Registration no. 014826C) as the Statutory Auditors of theCompany from the conclusion of the 31st AGM till the conclusion of the 35th AGMof the Company to be held in the year 2024. The Statutory Auditors have confirmed they arenot disqualified from continuing as Auditors of the Company.
Pursuant to the notification dated May 7 2018 issued by Ministry of CorporateAffairs the requirement for ratification of appointment of Auditors by the shareholdersat every Annual General Meeting has been done away with.
The Report given by M/s. STRG & Associates Chartered Accountants on the financialstatement of the Company for the financial year 2020-21 is part of the Annual Report. TheNotes on financial statement referred to in the Auditors' Report are self-explanatory anddo not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer. During the year under reviewthe Auditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3)(ca) of the Act.
ii) Secretarial Auditor
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 to undertake theSecretarial Audit of the company. The Secretarial Audit report is annexed herewith asAnnexure-B. The Secretarial Audit Report is self-explanatory and do not call for anyfurther comments. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the SecretarialAuditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3)(ca) of the Act.
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.
iv) Internal Auditor
Based on the recommendation of Audit Committee the Board has approved the appointmentof M/s. V S P V & Co. as Internal Auditors of the Company for the financial year2021-2022.
N G V R AND COMPANY LLP (Earlier Known as N G V R And COMPANY) was the Internal Auditorfor the FY 2020-21. Reporting of Frauds
During the year under review neither the Statutory Auditor nor the Secretarial Auditorhave reported to the Audit Committee/ Board or Central Government any instances ofmaterial fraud in the Company by its officers or employees under section 143(12) of theCompanies Act 2013 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.
Nature of Business
There is no change in the nature of business during the period under review.
Listing of stock exchanges
The company's shares are listed on Bombay Stock Exchange (BSE) Limited.
Corporate Social Responsibility
The provisions of the Act relating to Corporate Social Responsibility are notapplicable. Nevertheless the Company shall continue its endeavour to fulfil 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.
Material changes and commitments affecting financial position between the end offinancial year and date of the report
There have been no material changes and commitments which affect the financialposition of the company that have occurred between the end of the financial year to whichthe financial statement relate and the date of report.
Key Financial Ratios
Key Financial Ratios for the financial year ended 31st March 2021 are provided in theManagement Discussion and Analysis Report forms a part of the Board's Report.
Industrial relations: During the year the industrial relations at all the works of theCompany were cordial.
Particulars of employees
The information required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 with any amendmentsthereto is annexed as Annexure-C.
Your Company always endeavours 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.
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 2020-21 ||Previous Year 2019-20 |
|Energy Conservation ||NIL ||NIL |
|Technology Absorption ||NIL ||NIL |
|Foreign Exchange Earnings and Outgoing ||NIL ||NIL |
As a responsible corporate citizen the Company supports the 'Green Initiative'undertaken by the Ministry of Corporate Affairs Government of India enabling electronicdelivery of documents including the Annual Report etc. to shareholders at their e-mailaddress registered with the Depository Participants and Registrar & Transfer Agent.
To support the 'Green Initiative' and in compliance of Rule 18 of the Companies(Management and Administration) Rules 2014 as amended from time to time Members whohave not yet registered their email addresses or want to update a fresh email id arerequested to register the same with their Depository Participant in case the shares areheld by them in electronic form and with Company's RTA in case the shares are held by themin physical form for receiving all communications including Annual Report NoticesCirculars etc. from the Company electronically.
Further as permitted by MCA Circulars and SEBI Circulars issued from time to time inview of the prevailing Covid- 19 Pandemic owing to the difficulties involved indispatching of the physical copies of the Notice of the 32nd AGM and the Annual Report ofthe Company for the financial year ended 31st March 2021 including therein the AuditedFinancial Statements for the year 2020-21 the above documents are being sent only byemail to the Members. This Annual Report along with other documents is also available onthe Company's website at https://www.purshottaminvestofin.in
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 andco-operation.
|On behalf of the Board of Directors || || |
|For Purshottam Investofin Limited || || |
|Sd/- ||Sd/- || |
|Sahib Singh Gusain ||Pramod Kumar Jain || |
|Managing Director ||Director & CFO ||Date: 11.08.2021 |
|DIN: 00649786 ||DIN:00112968 ||Place: Delhi |