To,
The Members of
Pacheli Industrial Finance Limited,
Our Directors are pleased to present the 38th Annual Report on the business
and operations of the Company, together with the Audited Financial Statements for the
financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
The Company’s financial results for the financial year ended on the 31st
March, 2023 are as under:
| Particulars |
For the Year Ended |
|
31st March 2023 |
31st March 2022 |
|
(Rs. In Lakhs) |
(Rs. in Lakhs) |
| Total Revenue |
0.00 |
2.04 |
| Total Expenses |
0.45 |
8.65 |
| Profit Before Tax & Extra-ordinary Item |
(0.45) |
(6.60) |
| Less: (a)Extra-ordinary Item |
0.00 |
0.00 |
| (b)Tax Expenses (Current Tax) |
0.00 |
0.00 |
| (c)Deferred Tax |
0.00 |
0.13 |
| Profit/(Loss) from the period from |
(0.45) |
(6.73) |
| continuing operations |
|
|
2. RESERVES & PROVISIONS
The Company has not transferred any amount to general reserves.
3. DIVIDEND
The management believes that there would be need of funds to invest in future projects,
to upgrade the efficiency and to meet out the deficiencies in working capital, the
Directors do not recommend any dividend on Equity Shares for the financial year 2022-23.
4. CHANGE IN NATURE OF BUSINESS
During the financial year under review, the Company was carrying on the business of
providing consultancy services related to hotels, lodging houses and other multiple
services. There was no change in the nature of business of the Company.
5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The composition of Board of Directors and KMPs as on March 31, 2023 was as follows:
| S. No |
Name |
Designation |
| 1. |
Mr. Pankaj Padamchand Dhoot |
Whole Time Director Additional (Executive) |
| 2. |
Mr. Paras Nath Verma |
Director/Managing Director Additional (Non-Executive) |
| 3. |
Mr. Luv Sharma |
Independent Director |
| 4. |
Mr. Raghav Gujral |
Additional (Non-Executive) Director Additional (Non-Executive) |
| 5. |
Mr. Promila Sharma |
Independent Director |
During the year, following changes took place in the composition of Board of Directors
and KMPs:
1. Mr. Pankaj Padamchand Dhoot was appointed as an Additional Director w.e.f 28.06.2022
and regularized as Whole Time Director at 37th Annual General Meeting held on
20.12.2022.
2. Mr. Raghav Gujral was appointed as an Additional (Non-Executive) Director w.e.f
31.12.2022.
3. Mrs. Promila Sharma was appointed as an Additional (Non-Executive) Director w.e.f
31.12.2022.
4. Mr. Paras Nath Verma was appointed as an Additional (Executive) Director w.e.f
31.12.2022.
5. Mr. Luv Sharma was appointed as an Additional (Non-Executive) Director w.e.f
31.12.2022.
6. Mr. Shahul Hameed Adam Bawa was resigned from Directorship w.e.f. 31.12.2022.
7. Mrs. Lavanya Keerthipati was resigned from Directorship w.e.f. 31.12.2022.
8. Mr. Mohamed Yusub was resigned from Directorship w.e.f. 31.12.2022.
9. Ms. Ansar Basha Faisun Nisha was resigned from Independent Directorship w.e.f.
31.12.2022. 10. Mr. Magimai Anand was resigned from the post of Chief Financial Officer
w.e.f. 31.12.2022. 11. Mr. Umar Ismail Nainer Rawthar was resigned from the post of Chief
Executive Officer w.e.f. 31.12.2022. 12. Ms. Gunjan Mittal was resigned from the post of
Company Secretary cum Compliance Officer w.e.f 08.02.2023. 13. Mr. Paras Nath Verma was
appointed as an Additional Managing Director w.e.f 30.05.2023
Further, Mr. Paras Nath Verma, Mr. Raghav Gujral, Mrs. Promila Sharma and Mr. Luv
Sharma who were appointed as an Additional Directors on 31st December, 2022 are
proposed to be regularised and appointed as Directors and Mr. Paras Nath Verma as Managing
Director in the ensuing Annual General Meeting. Mr. Harsh, who was appointed as an
Additional Director after closure of Financial year 2022-23, are proposed to be
regularized and appointed as Directors in the ensuing Annual general meeting.
6. MEETINGS
The Board met seven times during the financial year 2022-23. The intervening gap
between any two Meetings was within the period prescribed by the Companies Act, 2013.
7. MEETINGS
The Equity shares of the Company are listed on the Bombay Stock Exchange of India
Limited ("The Exchange"). The Company has paid the Annual Listing Fee till date.
8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and
Protection Fund Authority).
9. DECLARATION GIVEN BY INDEPENDENT DIRECTOR
The Company has received declaration from the Independent Director of the Company
confirming that she met with the criteria of independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013.
10. PERFORMANCE EVALUATION
In pursuance of the provisions of the Act, the evaluation of performance of the Board
as a whole, Committees of the Board, Directors individually and Chairperson of the Company
was carried out for the Financial Year 2022-23. The performance of each Director has been
evaluated by Nomination and Remuneration Committee.
11. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed and adopted a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration.
12. STATUTORY AUDITORS
M/s. Vinay Bhusan & Associates, Chartered Accountants (Membership No: 130529W) was
appointed as Statutory Auditors at the Board Meeting held on September 5, 2023 for the
Financial Year 2023-24. The Company has received letter from them to the effect that their
appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified from appointment.
The Auditors Report has been annexed with this report, Auditors observations are
self-explanatory, which do not call for any further clarifications.
13. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no frauds reported by auditors under sub-section (12) of section 143 which
have occurred during the financial year 2022-23.
14. SECRETARIAL AUDITOR
ACS Parul Agrawal, Company Secretaries in Practice conducted the Secretarial Audit for
the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st
March, 2023 is annexed herewith as Annexure-A which forms a part of this Report.
The Secretarial Audit Report for the financial year ended 31st March, 2023
contains certain qualifications and clarification by the Board are as follows:
The management of the Company assure you to comply all the provisions of the applicable
law in true spirit in future and is under process of making all the default good.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186
The details of the loan given and investments made by the Company covered under the
provisions of section 186 of the Companies Act, 2013 are given in the notes to the
financial statements. Further, the company has not given guarantee during the financial
year.
16. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)
The Company did not enter into a contract or transaction which would fall under the
purview of Section 188. The particulars of contracts or arrangements with Related Parties
for the Financial Year 2022-23 is annexed herewith to the Financial Statements in Form
No AOC -2.
17. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATES FOR THE COMPANY
The Company did not have any Subsidiary, Joint Venture or Associate Company at the end
of the financial year.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material change or commitment, affecting the financial position of
the Company which have occurred between March 31, 2023 and the date of this report.
19. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2023 A) The composition of Audit
committee of the Company is as follow:
| S. No. |
Name of Member |
Designation |
| 1. |
Mr. Luv Sharma |
Chairperson |
| 2. |
Mrs. Promila Sharma |
Member |
| 3. |
Mr. Paras Nath Verma |
Member |
B) The composition of Nomination & Remuneration committee of the Company is as
follow:
| S. No. |
Name of Member |
Designation |
| 1. |
Mrs. Promila Sharma |
Chairperson |
| 2. |
Mr. Luv Sharma |
Member |
| 3. |
Mr. Raghav Gujral |
Member |
C) The composition of Stakeholder Grievance committee of the Company is as follow:
| S. No. |
Name of Member |
Designation |
| 1. |
Mrs. Promila Sharma |
Chairperson |
| 2. |
Mr. Paras Nath Verma |
Member |
| 3. |
Mr. Raghav Gujral |
Member |
D) The composition of Risk Management committee of the Company is as follow:
| S. No. |
Name of Member |
Designation |
| 1. |
Mr. Paras Nath Verma |
Chairperson |
| 2. |
Mrs. Promila Sharma |
Member |
| 3. |
Mr. Raghav Gujral |
Member |
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no such order passed against the company during the year.
21. PARTICULARS OF EMPLOYEES
In Compliance with the disclosures required under section 197 of the Companies Act,
2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
("Rules") relating to the remuneration and other details are as follows:
(i) The Ratio of the remuneration of each Director to the Median Remuneration of the
Employees of the Company for the Financial Year Ended 31st March 2023.
| S. NO |
DIRECTORS |
RATIO TO MEDIAN REMUNERATION |
| 1 |
HARSH |
NIL |
| 2 |
LUV SHARMA |
NIL |
| 3 |
RAGHAV GUJRAL |
NIL |
| 4 |
PROMILA SHARMA |
NIL |
| 5 |
PARAS NATH VERMA |
NIL |
(ii) There has been no increase in remuneration of Directors and Chief Financial
Officer. Also there was no increase in the salary of Company Secretary.
(ii) The percentage increase in the median remuneration of employees in the financial
year 2022-2023 : NIL (iii) As on 31st March 2023 total no of permanent
employees on the roll of the Company: No Employees. (iv) Average percentile increase
already made in the salaries of employees other than managerial personnel in the last
financial year cannot be compared with the percentile increase in the managerial
remuneration as the managerial personnel were not paid any salary in the last financial
year. (v) The key parameters for any variable component of remuneration availed by the
Directors NIL (vi) The Company affirms that the remuneration given to the employees is as
per the remuneration policy of the Company.
However, as per the provision of Section 136 of the Act, the Report and Accounts are
being sent to all the members excluding the information on particulars of employees which
is available for inspection by the members at the Registered office of the Company during
business hours on working days of the Company upto the date of the ensuing Annual General
Meeting.
22. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company’s Independent Directors met on 20th March 2023, without the
attendance of Non-Independent Directors and Members of the Management.
23. DISCLOSURE UNDER RULES (2) & (3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014
No directors/employees of the Company were in receipt of amount exceeding remuneration
as prescribed under Companies Act, 2013 and any other rules or the provisions of Rule 5
(2) & (3) of The Companies (Appointment and Remuneration) Rules, 2014.
24. FAMILIARIZATION PROGRAMME FOR INPENDENT DIRECTOR
In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company familiarizes the Directors about their role
and responsibility at the time of their appointment through a formal letter of
appointment. All new Independent directors inducted into the Board attend an
25. BUSINESS RISK MANAGEMENT
The prospects for the Company’s business are dependent upon economic and
industrial growth as well as resources available for implementation of liberalization
policies of the Government. Adverse changes and delays of lack of funds can affect the
business prospects of the Industry and the Company.
Risk Management is an integral part of the Company’s business strategy. The Risk
Management oversight structure includes Committees of the Board and Senior Management
Committees. The Risk
Management Committee of the Board ("RMC") reviews compliance with risk
policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to
specific issues and provides oversight of risk across the organization. The RMC nurtures a
healthy and independent risk management function to inculcate a strong risk management
culture in the Company.
As part of the Risk Management framework, the management of Credit Risk, Market Risk,
Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure Integrated Risk
Management for various Risks.
26. INTERNAL CONTROL SYSTEMS
The Company’s internal control system is designed to ensure operational
efficiency, protection and conservation of resources, accuracy and promptness in financial
reporting and compliance with laws and regulations. The internal control system is
supported by an internal audit process for reviewing the adequacy and efficacy of the
Company’s internal controls, including its systems and processes and compliance with
regulations and procedures.
Internal Audit Reports are discussed with the Management and are reviewed by the Audit
Committee of the Board which also reviews the adequacy and effectiveness of the internal
controls in the
Company. The Company’s internal control system is commensurate with the size,
nature and operations of the Company.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has vigil mechanism during the financial year. The Board of Directors are
under discussion to derive a mechanism through which fraud risk, including corrective and
remedial actions as regards people and processes can be determined and implemented.
28. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has built an open,
transparent and meritocratic culture to nurture this asset. The Company has kept a sharp
focus on Employee
Engagement. The Company’s Human Resources is commensurate with the size, nature
and operations of the Company.
29. CORPORATE SOCIAL RESPONSIBILITY
The Company is not eligible for CSR as per provisions of Section 135 of the Companies
Act, 2013.
30. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the Company’s for
the FY 2022-2023.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is fully compliant with all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).
32. DEPOSITS
The Company has neither invited nor accepted any deposits from the public during the
year. There is no unclaimed or unpaid deposit lying with the Company
33. ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 shall be placed at its
website: www.pifl.in.
34. REPORTING OF FRAUD BY AUDITOR
In terms of sub clause 3 (ca) of Section 134 and under sub-section 12 of Section 143 of
Companies Act, 2013 there have been no frauds reported by the Auditors under sub-section
(12) of the section 143 other than which are reportable to Central Government.
35. DEMATERIALIZATION OF SHARES
As on 31.03.2023 a total of 20,15,150 equity shares representing 54% of the equity
share capital have been dematerialized.
36. BRANCHES OF THE COMPANY
During the period under review, the Company doesn’t have any branch office.
37. CORPORATE GOVERNANCE
Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of
sub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 are not mandatory in
respect of the Companies having paid up equity share capital not exceeding Rs. 10.00
crores and net-worth not exceeding Rs. 25.00 crores as on the last day of the previous
financial year. The Company’s paid up equity share capital as on 31.03.2023 is Rs.
3.73 crores which is less than Rs. 10.00 crores and the Net worth is Rs. 4.54 crores which
is less Rs. 25.00 crores.
38. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013
There were no complaints reported under the Prevention of Sexual Harassment of Women at
Work place (Prevention, Prohibition and Redressal) Act, 2013.
39. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
In view of the nature of the activities carried out by the Company, Section 134(3)(m)
of the Companies Act, 2013, read with Companies(Accounts) Rules,2014:
(A) Conservation of Energy
1. Energy Conservation Measures Taken
Energy Conversation continues to receive major emphasis and is being systematically
mentioned and corrective measures are taken whenever required immediately.
2. Additional investment, and proposals, if any, being implemented.
At present the company has no proposal to make any substantial investments for further
reduction of consumption of energy. However, regular up-gradation of facilities is being
done as and when required. The Company has been able to control its energy cost
substantially.
Total Energy consumption & energy consumption per unit of Production in prescribed
form-A
| S. No. |
Particulars |
31.03.2023 |
31.03.2022 |
| 1. |
Power & Fuel Consumption in respect of Electricity, Power &
Water amount |
Nil |
Nil |
(B) Technology Absorption: The Company is carrying on Research and Development in a
routine manner along with its manufacturing activities. The initiatives taken by the
Company have resulted in lower cost of energy consumption. Company has already absorbed
technology fully.
Research, Development and improvement of products are an in built and on-going activity
within the existing manufacturing operations of the Company. Expenditure on R&D is not
separately allocated and identified.
(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent any
foreign exchange during the year under review.
40. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013: a) that in the preparation of the annual
financial statements for the year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b) that accounting policies as mentioned in the Notes to the Financial Statements have
been selected and applied consistently and judgement and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2023 and of the profit of the Company for the year ended on that
date;
c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
41. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT 2013.
Pursuant to Section 186(11) of the Companies Act, 2013 disclosure under Section 134 (3)
(g) of the Companies Act, 2013 is not applicable on the Company.
42. CHNAGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE
YEAR
There have been no material changes and commitments affecting the financial position of
the company, which have occurred between the end of the financial year of the Company to
which the financial statements relate and till the date of this annual report.
43. ACKNOWLEDGMENT
The Directors gratefully acknowledge all stakeholders of the Company viz. financial
institutions, Government Authorities customers, members, dealers, vendors, banks and other
business partners for the excellent support received from them during the year. The
Directors place on record their sincere appreciation to all employees, executives, staff
and workers of the Company for their unstinted commitment and continued contribution to
the Company.
| By order of the Board |
|
| For Pacheli Industrial Finance Ltd |
|
| Sd/- |
Sd/- |
| PARAS NATH VERMA |
HARSH |
| MANAGING DIRECTOR |
DIRECTOR |
| DIN: 09753924 |
DIN: 09021074 |
| Place: New Delhi |
|
| Date: 05/ 09/ 2023 |
|
+91-9892691696
