Pariksha Fin Invest Lease Ltd Directors Report.
The Directors have pleasure in presenting the 26th Annual Report and the Audited Financial Statements of your Company for the year ended 31st March 2019.
The financial results of the Company for the year ended on 31st March, 2019 are as under:
|(Rs. in Lakhs)|
|DETAILS||Year ended 31.03.2019||Year ended 31.03.2018|
|Profit/(Loss) before Depreciation & Tax||13,86,836||84,817|
|Less : Depreciation||45,001||41,271|
|Less : Provision for tax:-|
|MAT Credit entitlement||(2,52,253)|||
|Deferred Tax Charge/(Credit)||(23,72,852)||1,29,986|
|Profit/(Loss) for the period||37,14,687||(86,440)|
|Prior Period Items|||||
|Amount carried to Reserves|||||
|Profit / (Loss) carried to Balance Sheet||37,14,687||(86,440)|
PERFORMANCE OF THE COMPANY
The working of your company for the year under review resulted in a total revenue of Rs.93,91,968/- as against Rs. 67,94,688/- in the previous year and profit of Rs.37,14,687/- as against loss of Rs. 86,440/- in the previous year.
The Board of Directors has not recommended any dividend for the financial year 2018-19.
During the year under review, the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2018-19.
As on 31st March, 2019, none of the Directors of the Company hold shares of the Company except Mrs. Amita Adlakha, Managing Director of the Company, who is holding 337,500 (9%) equity shares and Mr. Harnand Tyagi who is holding 20,200 (0.53%) equity shares.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita Adlakha, Managing Director of the Company, is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs. Amita Adlakha as Director in the ensuing AGM of the Company. Mr. Harnand Tyagi, Independent Director of the Company, is liable to retire at ensuing Annual General Meeting, who was appointed for a term of five years in twenty first Annual General Meeting as per the provisions of Section 149 of the Companies Act, 2013. Considering his qualification, vast experience and good knowledge of legal matters, the Board proposed his appointment for a second term of five consecutive years from this AGM of the Company. Mr. Gopalaiyer Ramarathnam is proposed to be appointed as an Independent Director of the Company who has resigned from the post of directorship on 30.03.2019 pursuant to Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 being over 75 years of age. The Board, considering his experience and expertise in the corporate advisory, legal matters, finance & taxation and his good understanding of the business, recommends the appointment of Mr. Gopalaiyer Ramarathnam on the Board as Independent Director in the ensuing AGM of the Company.
Brief particulars of directors to be appointed/reappointed i.e. Mrs. Amita Adlakha, Mr. Harnand Tyagi and Mr. Gopalaiyer Ramarathnam, including their qualification, experience, name of listed entities in which they hold the Directorship and Chairmanship/membership of the Committees of the Board, as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given as Annexure to the Notice convening the Annual General Meeting.
All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year, Mr. Sanjay Kumar Srivastava has resigned from the post of directorship while Mr. Harish Kumar Dhingra has been appointed as Independent Director of the Company on 7th May, 2018.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 and state that: i. In the preparation of annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures; ii. We have selected appropriate accounting policies and have 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 of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date; iii. We have 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 for preventing and detecting fraud and other irregularities; iv. We have prepared the annual accounts on a going concern basis; v. We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
In terms of provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s B.K. Kapur & Company was appointed as Statutory Auditors in 24th AGM for a period of 5 years till the conclusion of 29th AGM to be held in calendar year 2022 subject to ratification of their appointment at every Annual General Meeting. However, in terms of provisions of Companies (Amendment) Act, 2017, the requirement for ratification of the auditors at every annual general meeting has been dispensed with. Therefore, the shareholders are proposed to dispense with the ratification of the appointment of M/s B.K. Kapur & Company in subsequent Annual General Meetings.
The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.
Akshat Garg & Associates (Practicing Company Secretaries), Secretarial Auditors of the Company, has performed Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the financial year ended 31st March, 2019 is attached and marked as "Annexure-I" and forms part of the Board Report. The observation made by the Secretarial Auditors in their report are self explanatory and therefore do not call for any further explanations/comments. The Auditors Report does not contain any qualification, reservation or adverse remark.
Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2019.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 12 (Twelve) Board Meetings were convened. Other details of Board Meetings held are given in Corporate Governance Report. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.
The Company has Audit Committee as per the provisions of Section 177 of Companies Act, 2013 which comprises of three members. Other details about the committee and terms of reference are given in Corporate Governance Report.
SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint Venture and/or Associate Company.
EXTRACT OF ANNUAL RETURN
As per the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extract of the Annual Return is attached and marked as "Annexure-II" to this Board Report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place Vigil Mechanism/ Whistle Blower Policy (the "Policy") which lays down the principles and standards governing the management of grievances and concerns of employees and directors of the Company. The policy shall enable the employees and the directors of the Company to report their genuine concerns or grievances about the actual and potential violation of the principles and standards laid down herein. Such policy shall provide for adequate safeguards against victimization of directors and employees who avail such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. The aforesaid policy can be accessed on the Companys website www.pfil.in and weblink of the same is http://pfil.in/uploads/policies/vigil-mechanism-policy.pdf.
NOMINATION & REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board has in place Nomination & Remuneration Committee and the details of terms of reference, number and dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. The Board on the recommendation of Nomination & Remuneration Committee framed a policy i.e. Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The aforesaid policy can be accessed on the Companys website www.pfil.in and weblink of the same is http://pfil.in/uploads/policies/nomination-and-remuneration-policy.pdf
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out a formal annual evaluation of its own performance, that of its committees and Directors individually. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company being a Non-Banking Finance Company (NBFC), the provision of Section 186 of the Companies Act, 2013 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
All related party transactions entered during the year are negotiated on an arms-length basis and are in ordinary course of business. Further, the suitable disclosure as required in AS-18 regarding Related Party transactions has been made in the notes to financial statements. The Companys policy for Related Party Transaction placed it on Company website: www.pfil.in and weblink of the same is: http://pfil.in/uploads/policies/rpt-policy.pdf.
PARTICULARS OF EMPLOYEES
As the Company is not paying any remuneration to any Directors/Independent Directors/Non-Executive Directors or Managing Director. Therefore, particulars of employees as required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended upto date is not required to be provided in the report. However, the information on employees particulars is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is a Loan and Investment Company and has no manufacturing activity or other operations, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable. Also, there were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2019.
Your Company has taken adequate steps to ensure good Corporate Governance. The Corporate Governance Report along with a certificate from practicing Company Secretary on the Compliance of the condition of Corporate Governance forms part of the Report and is given separately annexed and marked as "Annexure-III".
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A separate Report on Management Discussion and Analysis for the year under review, as stipulated under regulation
34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as "Annexure-IV".
INTERNAL FINANCIAL CONTROLS
The Company has an adequate system of internal control relating to the nature of the business of the Company. A note has been provided under Management Discussion and Analysis Report in this regard. The Company has an Audit Committee which ensures proper compliance with the provisions of the Listing Regulations and Companies Act, 2013 and also reviews the adequacy and effectiveness of the internal control.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors confirm that during the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Also, no complaint is outstanding as on 31.03.2019 for redressal.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as on date, as the Company does not fall within the purview laid down for the applicability of the provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.
RISK MANAGEMENT POLICY
The Board reviews the operations of the organization followed by identifying potential threats to the organization and the likelihood of their occurrence, and appropriate actions to address the most likely threats. However, the elements of risk threatening the Companys existence are very minimal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.
Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage, assistance and guidance.
|For and on behalf of the Board|
|PARIKSHA FIN-INVEST-LEASE LIMITED|
|(HARNAND TYAGI)||(AMITA ADLAKHA)|
|Place : Ghaziabad||DIRECTOR||MANAGING DIRECTOR|
|Date : 23.05.2019||(DIN : 00159923)||(DIN : 00050772)|