To,
The Members,
Premium Capital Market and Investments Limited Indore-452003
Your directors are pleased to present the 28th Annual report together with the Audited
Financial Statements for the year ended on 31st March, 2020.
FINANCIAL RESULTS
Financial Result of the company for the year under review along with the comparative
figures for previous years is as follows:
(Rs. in Lakhs)
|
2019-20 |
2018-19 |
| Total Income from operations |
1.76 |
11.68 |
| Profit (Loss) before tax and depreciation |
(9.79) |
0.61 |
| Less : Depreciation |
0.00 |
0.00 |
| Profit (Loss) before Tax |
(9.79) |
0.61 |
| Previous years adjustment |
0.00 |
0.00 |
|
0.00 |
0.00 |
| Provision for Tax |
0.00 |
0.00 |
|
(9.79) |
0.61 |
| Add : Balance brought forward from previous year |
(629.68) |
(630.29) |
| Add:- Depreciation/Amortization effect given for previous years |
(00.00) |
(00.00) |
| Losses carried to Balance Sheet |
(639.47) |
(629.68) |
| Earnings Per Share |
(00.00) |
(00.00) |
DIVIDEND
Since the company does not have enough profits for the current year and also there are
carried forward losses your directors have not recommended any dividend for the year ended
31st March, 2020.
COVID-19
In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global
crisis, forcing governments to enforce lock-downs of all economic activity. For the
Company, the focus immediately shifted to ensuring the health and well-being of all
employees. The switch to work from home for employees all over extending. As of March 31,
2020, work from home was enabled to close to 100 percent of the employees to work remotely
and securely.
REVIEW ON OPERATIONS
During the Financial Year 2019-20, the Company has losses of Rs (9.79) Lacs in
comparison to last years profit of Rs. 0.61 Lacs. The companys funds are blocked with
old debtors and advances which are not recoverable and therefore necessary provisions have
already been made in the books of accounts. The company is presently undertaking fees
based services only. In absence of the liquidity of funds the company could not generate
comparatively better results as compared to earlier years.
RISK MANAGEMENT POLICY AND ITS INTERNAL ADEQUACY
The Company has reasonable system of internal control comprising authority levels and
the powers, supervision, checks, policies, and the procedures. The Audit Committee
consists of Shri Deoraj Pathak (Chairman of the Audit Committee), Shri Nitin Kanodia
(Director) & Ms. Swati Singh (Director).
The Company has hired the services of a professional firm of chartered accountants, to
function as independent internal auditors and to assist the management in effective
discharge of its responsibilities by furnishing it with findings, observations and
pertinent comments, checking adequacy of internal controls, adherence to regulatory
compliance and companys policies and procedures, analysis and recommendations concerning
the activities covered for audit and conducting a review of it during the year. Findings
of internal audit reports and effectiveness of internal control measures is reviewed by
top management and audit committee of the Board.
The said Committee reviews the adequacy of internal control system and the Compliance
thereof. Further the annual financial statement of the company are reviewed and approved
by the committee and placed before the Board for the consideration. The committee also
reviewed the internal control system during the year.
SHARE CAPITAL & LISTING
The Equity Share of the Company can also be kept in Electronic form; your Company has
obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and
National Securities Depository Ltd (NSDL) to provide facilities to all members and
investors to hold the Companys shares in Dematerialized form.
The equity share of the company is listed on BSE. The trading in shares of the company
are suspended from trading by Bombay Stock Exchange (BSE) due to nonpayment of penalty.
The company has given representation to BSE to reverse the penalty final personal hearing
is pending for the same.
DIRECTORS
The Board consists of 3 (Three) directors out of whom one is Chairperson who is also
the woman Whole time director, besides two independent Directors and Ms. Swati Singh is
liable to retire by rotation.
The Board of Directors has Proposed to reappoint Ms. Swati Singh as Director who is
retired by rotation and being eligible for offers herself for re-appointment as Director
of the Company along with the Position of Whole time Director of the Company, whose office
shall be liable to retirement by rotation.
NUMBER OF MEETINGS OF THE BOARD
The following Meetings of the Board of Directors were held during the Financial Year
2019-20:
| S No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
26th April, 2019 |
3 |
3 |
| 2. |
15th May, 2019 |
3 |
3 |
| 3. |
12th May, 2019 |
3 |
3 |
| 4. |
16th July, 2019 |
3 |
3 |
| 5. |
12th August, 2019 |
3 |
3 |
| 6. |
05th October, 2019 |
3 |
3 |
| 7. |
14th November, 2019 |
3 |
3 |
| 8. |
14th February, 2020 |
3 |
3 |
AUDIT AND OTHER COMMITTEES
Pursuant to the provisions of Companies Act, 2013, company has Audit Committee,
Stakeholders Relation Committee and Nomination and Remuneration Committee.
PUBLIC DEPOSITS
The Company did not accept any public deposits during the year under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
The Company does not have any subsidiary Company and Joint venture company. However,
Premium Global Securities is an associate of the company
REPORT ON CORPORATE SOCIAL RESPONSIBILITIES
The provisions of Section 135 of The Companies Act, 2013 is not applicable to the
company hence the report on corporate social responsibilities is not required to be
annexed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans,
guarantees or investments provided by the Company under Section 186(4) of the Act as at
the end of the Financial Year 2019-20 are disclosed in the Notes to the Financial
Statement attached with the Board Report.
DECLARATION OF INDEPENDENCE
Your Company has received declaration from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules made there under as well as of the
Listing Agreement.
WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
In view of the nature of activities which are being carried on by the Company, Rule
8(3) A and B of the Companies (Accounts) Rules, 2014, concerning conservation of energy
and technology absorption respectively are not applicable to the Company. However as per
Rule 8(3) C, Expenditure & Earnings in foreign currency is Nil in current year as
well as previous year.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act, 2013,
your directors State that:
a) In the preparation of accounts, the applicable accounting standards have been
followed.
b) Accounting policies selected were applied consistently. Reasonable and prudent
judgments and estimates were made so as to give a true and fair view of the state of
affairs of the company as at the end of March 31, 2020 and the Statement of Profit / Loss
of the company for the year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provision of Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting frauds and other irregularities.
d) The annual accounts of the company have been prepared on a going concern basis.
e) The Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively; and
f) There is a proper system to ensure compliance with the provisions of all applicable
laws and those systems are adequate and operating effectively.
AUDITOR
VISHAL PALIWAL AND ASSOCIATES, Chartered Accountants, were appointed as statutory
auditors of the Company in conformity with the provisions of sections 139 and 141 of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, who resigned
before their tenure was completed due to personal reasons.
Audit Committee of the Company recommended and approved by the Member of the Company,
the appointment of S.N. GADIYA & Co., having (Firm Reg No. 002052C) Chartered
Accountants, as Statutory Auditors of the Company in place of CA Vishal Paliwal &
Associates, to hold office from the conclusion of ensuing 28th Annual General Meeting
until the conclusion of the 33th Annual General Meeting and to fix their remuneration.
The written Consent regarding said appointment is received from auditors to act as
Statutory Auditors of your Company and have also confirmed that the said appointment would
be in conformity with the provisions of sections 139 and 141 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014.
AUDITORS REPORT
The Auditors in their report have referred to the Notes forming part of the Accounts,
considering the principle of the materiality; the notes are self-explanatory and need no
comments.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed report on management discussions and analysis report as a separate statement
in the Annual Report
CORPORATE GOVERNANCE
According to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 Regulation 17 to Regulation 27 related to corporate governance and
compliance report on corporate governance under Regulation 27(2) of SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015 is not applicable in respect of
the listed entity having paid up equity share capital not exceeding rupees Ten crore and
net worth not exceeding rupees Twenty Five crore, as on the last day of the previous
financial year.
As the paid up capital of our company is Rs 6,55,37,000 and net worth is Rs 18,84,963
which is not exceeding the limits specified in Regulation 15 (2) of SEBI (LODR),
Regulations, the Company is not required to mandatorily comply with corporate governance
report and regulations related thereto. Your board is determined to continue to comply
these norms whenever they become applicable on the company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual return in form MGT-9 is annexed
herewith as "Annexure A".
SECRETARIAL AUDIT
Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has
appointed Mr. Nikhil Dhanotiya, Practicing Company Secretary (Membership No.A62578 CP No.
23498) to undertake the Secretarial audit of the company. The Secretarial Auditor Report
is annexed herewith as "Annexure B".
The Secretarial Auditor in his report has made following qualifications:
I. The company is defending few penalties related to previous years imposed by Bombay
Stock Exchange and has made representation to BSE for reversal of penalty amount and to
revoke the suspension decision of BSE is awaited.
II. The company has not paid listing fees for last 3 years due to which company is
eligible to be delisted in future.
Response to Qualification (1): The shares of the company are suspended on BSE for
non-payment of penalty amount. The company has made representation to BSE for reversal of
penalty amount and to revoke the suspension. We are awaiting a positive response from BSE.
Response to Qualification (2): The Company has not been able to pay the listing fees
for last 3 years. However the company has made payments in small installments and also the
company has made a representation to BSE and SEBI to reduce the heavy annual listing fees
which is a burden on small companies like ours. That in last 5 years the listing fees has
been increased by 10 times which is a heavy burden on financially weak company like ours.
Response from BSE is awaited.
CEO / CFO CERTIFICATION:
As required under Regulation 17(8) of SEBI (LODR) Regulations, 2015 the CEO /CFO
certificate for the financial year 2019-20 signed by Mr. Jeevan Goyal, CFO was placed
before the Board of Directors.
RELATED PARTY TRANSACTIONS
In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules
made there under, the transactions entered into with related parties are in the ordinary
course of business and on an arms length basis, the details of which are included in the
notes forming part of the financial statements. There are no material contracts or
arrangement or transactions during the year. Accordingly, information in Form AOC-2, is
not annexed.
PREVENTION OF INSIDER TRADING
The company has adopted a code of conduct for prevention of insider trading with a view
to regulate trading in securities by the Directors and designated employees of the
company. The code requires pre-clearance for dealing in the companys shares and prohibits
the purchase or sales of company shares by the Directors and designated employees by in
possession of unpublished price sensitive information in relation to the company and
during the period when the trading window is closed. The compliance officer is responsible
for implementation of the code.
All Board of Directors and designated employees have confirmed compliances with the
code.
MATERIAL CHANGES AND COMMITMENT
There are no material changes or commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company and the
date of Boards Report.
There is no change in the nature of business of the Company during the financial year
under review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is formulated by the
company.
ACKNOWLEDGEMENT:
Your Director wish to place on record their sincere appreciation and acknowledge with
the gratitude forth assistance, cooperation and encouragement by valued customers,
suppliers, bankers, shareholders and employees of the Company and look forward for their
continued support.
+91-9892691696
