To the members,
Your Directors are pleased to presenting the 38thAtinual Report together
with the Audited Financial Statements of your Company for the year ended 31stMarch,
2022 together with the Auditors Report thereon.
Financial Results
The Companys financial performance for the year under report along with previous
years figures is given here under:
| Particulars |
Financial Year ended 31s* |
Financial Year ended 31s* |
|
March, 2022 |
March, 2021 |
|
(Amount in Rs.) |
(Amount in Rs.) |
| Total Revenue |
16,20,523.00 |
61,28,486.00 |
| Total Expenses |
16,27,457.00 |
85,08,375.00 |
| Profit/(Loss) before tax |
(6,934.00) |
(23,79,889.00) |
| Current T ax |
- |
- |
| Deferred Tax |
- |
* |
| Earlier Year Tax |
- |
- |
| Profit/ (Loss) for the year |
(6,934.00) |
(23,79,889.00) |
| Earning per share (Basic) |
0.00 |
0.00 |
Results of Business Operations and the State of Companys Affairs:
The highlights of the Companys performance for the year under report are as under:
a. Revenue from Operations - Rs. 16,20,523.00
b. Profit/(Loss) before Tax - Rs. (6,934.00)
c. Net Profit/ (Loss) - Rs. (6,934.00)
Performance Review:
The Overall revenue of the Company has been decreased in the year under report. Your
Directors are hopeful to achieve growth in year 2022-23.
Share Capital:
The paid up Equity Share Capital as on March 31, 2022was Rs. 11,31,39,050 /-. During
the year under review,
• Your Company has not issued equity shares with differential rights as to
dividend, voting or otherwise; and -
• Your Company has not issued any shares (including sweat equity shares) under
ESOS scheme for its employees/Directors. Equity Share Capital of the Company is listed on
Bombay Stock Exchange. .
Dividend:
However with the view to conserve the resources of Company the directors are not
recommending any dividend.
Reserves;
No amount is proposed to transfer/ carry to any reserve.
Transfer of Unclaimed Dividend to Investor Eduction and Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there was no
dividend declared and paid last year.
Information about Subsidiaries, Toint Ventures and Associate Companies
Company does not have any Subsidiaries, Joint Ventures and Associate Companies and
hence the provisions relating to the same under the Companies Act, 2013 and Rules made
thereunder are not applicable to the Company.
Extract of Annual Return;
An extract of Annual Return for the year ended March 31, 2022, as prescribed in Section
134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, is attached in Form MGT-9 as "Annexure
A". The weblink for the same is www.pawansutholdings.com.
Board of Directors and Key Managerial Personnel
(A) The Current Composition of Board of Directors as on date is as follows:
As on 31stMarch, 2021, the Board of your Company consists of four Directors
as follows:
| Name of the Directors |
Designation |
| Mr. Ram Kishore Bansal |
Managing Director & Executive Director |
| Mr. Rahul |
Non-Executive ^Independent Director |
| Ms. SeemaKhandelwal |
Non-Executive &Independent Director |
| Mr. AjeetAgarwal |
Non-Executive & Non Independent Director |
The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing
Obligations andDisclosure Requirements) (LODR) Regulations, 2015. All the Directors are
having vast knowledge andexperience in their relevant fields and the Company had
benefitted immensely by their presence in theBoard.
(B) Change in Directors and Key Managerial Personnel:
Ms. SeemaKhandelwal and Mr. Rahul are continued to be directors of the company.Mr. Ram
Kishore Bansal, Managing Director and Mr. Ajay Kumar Jindal, Chief Financial Officer (CFO)
are the Key Managerial Personnel (KMP), as recorded by theBoard as on March 31, 2022.
(C) Retirement by Rotation
Mr. AjeetAgarwaI(DIN:08057120) will retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible, offers himself for re-appointment. The Board
recommends his reappointment. The detailed profile of Mr. AjeetAgarwalrecommended for
re-appointment is enclosed with the Notice for the 38th AGM of the Company.
(D) Appointment
During the year under review,no directorwas appointed onto the Board of your Company
(E) Boards1 Independence
The definition of Independence of Directors is derived from Section 149(6) of the
Companies Act, 2013. A declaration has been received from the following Non-Executive
Directors confirming their Independence in terms of Listing Regulations, 2015 and Section
149(6) of the Companies Act, 2013:
1. Mr. Rahul (DIN: 06873911)
2. Ms. SeemaKhandelwal (DIN: 00007351)
Declaration by Independent Directors
The Independent Directors have given the declaration that, they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made
thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation
2015.
Meetings:
Number of Board Mee tings
During the year under review, Eight(8) Board Meetings were held. The details of Board
meetings and the attendance of Directors in such meetings are given in the Corporate
Governance Report forming part of this Annual Report.
The maximum gap between any two meetings was not more than one hundred and twenty days.
Audit Committee
During the year under review, Company had Five (5) Audit Committee Meetings. The Audit
Committee is constituted in line with the regulatory requirements mandated by the
Companies Act, 2013. More than half of member of Audit committee are Independent Director.
The Audit Committee have Independent Director as a Chairperson,
The details of the Audit Committee and the attendance of its members are provided in
the Corporate Governance Report. The role, terms of reference, authority and powers of the
audit committee are in conformity with Section 177 of the Companies Act, 2013.
Nomination and Remuneration Committee
During the year under review, Company had One (1) Nomination & Remuneration
Committee Meetings. The Nomination & Remuneration Committee is constituted in line
with the Section 178 of the Companies Act, 2013. The members of Nomination and
Remuneration Committee are Non-Executive Directors. The Chairperson of Nomination and
Remuneration is an Independent Director.
The details of the Nomination and Remuneration Committee and the attendance of the
members are provided in the Corporate Governance Report. The role, terms of reference,
authority and powers of the Nomination and Remuneration Committee are in conformity with
the provisions of Companies Act, 2013.
Stakeholders Relationship Committee
During the year under review, Company had Four (4) Stakeholders Relationship Committee
Meetings. The Stakeholders Relationship Committee is constituted in line with the
regulatory requirements mandated by the Companies Act, 2013.
The details of the Stakeholders Relationship Committee and the attendance of its
members are provided in the Corporate Governance Report.
Particulars of Loans, Guarantees and Investments
As per the provisions of Section 186 of the Companies Act, 2013, details regarding
Loans, Guarantees and Investments are given in the notes to the Financial Statements.
Particulars of Contracts or Arrangements with Related Parties
All the related party transactions are entered on arms length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the Listing Regulations. There are no materially significant related party
transactions made by the Company with Promoters, Directors or Key Managerial Personnel
etc. which may have potential conflict with the interest of the Company at large or which
warrants the approval of the shareholders. Accordingly, no transactions are being reported
in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014. However, the details of the transactions with Related Party are
provided in the Companys financial statements in accordance with the Accounting
Standards. All Related Party Transactions are presented to the Audit Committee and the
Board. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions.
The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company viz. www.pawansudroldmgs.com. None of the Directors
has any pecuniary relationship or transactions vis-a-vis the Company.
Transactions with Related Parties
Your Company has formulated the policy on materiality of related party transactions and
dealing with related party transactions. The same is uploaded on the website of your
Company, All contracts/arrangements/transactions entered by the Company during the
financial year with related parties were in the ordinary course of business and on
arm’s length basis.
Material Changes and Commitments
There have been no material changes which have occurred between the endof financial
year till the date of this report, affecting the financial position of tire Company.
The details of an application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year.
During the year under review, there was no application made or any proceeding pending
in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
The details of the difference between the amount of the valuation done at the time of
one-time settlement and the valuation done while taking a loan from the Banks or Financial
Institutions along with the reasons thereof.
During the year under review, there has been no one-time settlement of loans taken from
the Banks or Financial Institutions
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo is given in the Annexure forming part of this Report.
Policies of the Company
Your Company has posted the following documents on its website
www.pawansutholdings.com:
1. Code of Cond uct
2. Whistle Blower Policy/ Vigil Mechanism Policy.
3. Fair Practice Code as per RBI Norms.
4. Policy on criteria for determining materiality of events.
5. Preservation of Documents and Archival Policy.
6. Familiarization Programmes for Independent Directors.
7. Enterprise Risk Management Policy.
8. Related Party Transaction Policy.
9. Board Diversity.
Vigil Mechanism Policy
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing
Regulations, your Company has established a mechanism called Vigil Mechanism (Whistle
Blower Policy) for Directors, employees and Stakeholders of the Company to report to the
appropriate authorities about unethical behavior, actual or suspected, fraud or violation
of the Companys code of conduct or ethics policy7 and provides safeguards
against victimization of employees who avail the mechanism.
The Whistle Blower can directly approach the Chairperson of the Audit Committee of the
Company and make protective disclosures about the unethical behaviour, actual or suspected
fraud or violation of the Companys Code of Conduct in exceptional circumstances.
A brief note on the highlights of the Whistle Blower Policy and compliance with the
same is also provided in the Report on Corporate Governance, which forms part of this
Report.
Risk Management Policy
Effective risk management is essential to success and is an integral part of our
culture. While we need to accept a level of risk in achieving our goals, sound risk
management helps us to make the most of each business opportunity, and enables us to be
resilient and respond decisively to the changing environment.
Our approach to risk management assists us in identifying risks early and addressing
them in ways that manage uncertainties, minimize potential hazards, and maximize
opportunities for the good of all our stakeholders including shareholders, customers,
suppliers, regulators and employees. Risks can be broadly classified as Strategic,
Operational, Financial, and Legal/Regulatory.
In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 Company has adopted risk management policy, approved by Board of
Directors and established a risk management framework to identify, mitigate and control
the risk and threatens of risk.
Remuneration Policy
On recommendation of Nomination and Remuneration committee, the board framed policies
for selection, appointment and remuneration of managerial personnel. The Remuneration
Policy is stated in the Corporate Governance Report.
Significant and Material orders passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
Internal Control System
The Company has an internal control system commensurate with the scale, size and the
operation of the organization. Internal Auditor audited the Companys internal control
systems. The internal auditor monitors for efficiency of internal control system and also
reviewed the major transactions. The Internal Auditor reported directly to the Audit
Committee to ensure complete independence.
Public Deposits
The Company being a Non-accepting Non-Banking Finance Company has not accepted any
deposits from the public during the year under review and shall not accept any deposits
from the public without obtaining prior approval of tire RBI.
Auditors
M/s. Ram Alok and Co., bearing Firm Registration No. 011313C, are continued to be the
Auditors of the Company.
Secretarial Auditor and their report
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr. Nitesh
Kumar Singh, Company Secretary in Practice of M/s Nitesh Singh & Associates, Firm of
Practicing Company Secretaries. The Practicing Company Secretary has submitted his Report
on the Secretarial Audit conducted by him which is annexed to this Boards Report as
Annexure-C.
Cost Audit
Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the
Company since the turnover of the Company is less than the limit prescribed.
Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the valuation of the working of its Audit, Nomination & Remuneration and Compliance
Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
Internal Financial Control
The Company has adequate system of internal financial control and risk mitigation
system commensurate with the size of the Company and nature of its business. The Company
is following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements. The Audit committee actively reviews the
adequacy and effectiveness of the Internal Financial control and suggests the improvements
for the same.
Corporate Governance
A Report on Corporate Governance as required under Listing Regulations forms part of
the Annual Report.The report on Corporate Governance together with the Auditors
Certificate regarding the Compliance of conditions of Corporate Governance as stipulated
in Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015
is annexed with the Annual Report.
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Company has also
implemented several best corporate governance practices.
Compliance of Secretarial Standards
The Company has complied with the Secretarial Standard 1 (SS-1) relating to the
meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the
General meetings issued by the Institute of Company Secretaries of India and approved by
the Central Government.
Particulars of Employees
(A) The ratio of the remuneration of each director to the median employees
remuneration and other details in terms of sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report and is annexed as "Annexure -
B" to this Report.
(B) The statement containing particulars of employees as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms
of Section 136 of the Companies Act, 2013 the same is open for inspection at the
Registered Office of the Company. Copies of this statement may be obtained by the members
by writing to the Company Secretary.
(C) There are no employees employed throughout the financial year in receipt of
remuneration of one crore and two lakh rupees or more, or employed for part of the year in
receipt of eight lakh and fifty thousand rupees per month or more, to be reported under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Disclosure under the Sexual Harassment of Women AtWorkplace (Prevention, Prohibition
And Redressal) Act, 2013
Your Company has zero tolerance for sexual harassment at workplace and has set up
Committee for safety of women employees at workplace. During the year Company has not
received any complaint of harassment.
Management Discussion & Analysis Report
As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR)
Regulations, 2015, the details pertaining to Internal Financial Control systems and their
adequacy have been disclosed in the Management Discussion and Analysis Report forming part
of this Annual Report.
Listing
The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code
No. 535658. RBI Norms and Accounting Standards
To comply with RBI directions, your company closed its accounts on March 31, 2022 and
your Company continues to comply with the directives issued as well as tire norms
prescribed by Reserve Bank of India for NBFCs.
Reserve Bank of India Regulations
The Reserve Bank of India has classified the Company as "Category B Non- Banking
Finance Company". The Company has complied with all the applicable regulations of the
Reserve Bank of India.
The Corporate Social Responsibility
As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed
u/s 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable, to
our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be
framed by the Company.
Details in respect of Frauds Reported by Auditors under Sub-Section (12) of Section 143
other than those which are reportable to the Central Government
The Auditors have not reported any fraud (s) during the period under review.
Green Initiatives
Electronic copies of the Annual Report 2021-22 and the Notice of the 38thAGM
are sent to all memberswhose email addresses are registered with the Company / depository
participants. For members who have not registered their email addresses, physical copies
are sent in the permitted mode.
Business Responsibility Report
SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 500
listed entities, based on market capitalization, to include Business Responsibility Report
(BRR) as part of the Annual Report describing the initiatives taken by the Companies from
Environmental, Social and Governance perspective. Accordingly, this circular is not
applicable to our Company.
Directors Responsibility Statement
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,
the Directors of the
Company confirm the following:
(a) in the preparation of the annual accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
(b) the Directors had selected such Accounting Policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state ol affairs of the Company at the end of the financial year and of
the profit and loss of the Company for thai period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and foi preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation for the co-operation and
assistance extended by the Companys employees, customers, vendors and institutions. Your
Directors also acknowledges gratefully the shareholders for their support and confidence
reposed on your Company.
| For and on behalf of the Board of Directors |
|
|
|
AjeetAgarwal |
RanrKishdfe Bansa |
| Place: Delhi |
Director |
Managing Directoj |
| Date: 09.12.2022 |
DIN: 08057120 |
DIN: 05195811 |
+91-9892691696
