Dear Members,
Your Directors present the 29THANNUAL REPORT together with the
Audited Financial Statements for the Financial Year 2022-23 ended 31st March,
2023.
1. FINANCIAL RESULTS:
( in lakh)
| Particulars |
2022-23 |
2021-22 |
| Profit / (loss) before Depreciation |
(396.04) |
1176.56 |
| Less : Depreciation |
1.26 |
0.30 |
| Profit/ (loss) before Taxation |
(397.30) |
1176.26 |
| Less: Provision for Taxation |
(2.83) |
105 .88 |
| Profit / (loss) after Tax |
(400.13) |
1070.38 |
There are no material changes and commitment affecting the financial position of the
Company which have occurred between 1st April, 2023 and date of this report.
2. DIVIDEND:
With a view to conserve the resources, the Board of Directors has not recommended any
dividend on the Equity Shares for the year under review.
3. OPERATIONS:
The Company incurred loss before Depreciation of Rs. 396.04 lakh during the year under
review compared to profit before Depreciation of Rs. 1176.56 lakh during 2021-22. After
providing for Depreciation, the Net loss during the year under review was Rs. 400.13 lakh
compared to Net Profit of Rs. 1070.38 lakh during 2021-22.
4. LISTING:
The Equity Shares of the Company are listed on BSE Limited. The Company is regular in
payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2023-24.
5. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March, 2023 was Rs.
650.03 Lakhs. As on 31st March, 2023, the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity and none of the
Directors of the Company hold any convertible instruments.
6. RESERVES:
The Company does not propose to transfer any amount to General Reserves.
7. DIRECTORS:
7.1. The Board of Directors duly met 5 times during the financial year under review.
7.2 The Company has received necessary declaration from each Independent Director of
the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with
the criteria of their independence laid down in Section 149(6) of the Act. The Independent
Director shall enroll his / her name in the Databank, being maintained by Indian Institute
of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent
Directors has been completed and they have furnished the declaration affirming their
compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6
of Companies (Appointment & Qualification of Directors) Rules.
7.3 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the
performance of the Board of Directors as well as that of its Committees and individual
Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management
etc. The exercise was carried out through an evaluation process covering aspects such as
composition of the Board, experience, competencies, governance issues etc.
7.4 All being Independent Directors of the Company, none of the Director is liable to
retire by rotation.
7.5 DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby
confirmed:
i. that in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
ii. that the Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at 31st March,
2023 being end of the Financial Year 2022-23 and the loss of the Company for the year;
iii. that the Directors had taken proper and sufficient care for 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;
iv. that the Directors had prepared the annual accounts on a going concern basis.
v. the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
vi. 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.
8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures.
9. MANAGERIAL REMUNERATION:
The Company has not paid any Managerial Remuneration or other benefits to any of its
Directors. The Board of Directors has framed a Remuneration Policy that assures the level
and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality
required to run the Company successfully. All the Board Members and Senior Management
personnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Companys website-
www.prismfinance.in.
10. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:
A. % increase in remuneration of Directors & KMP:
| Sr. No. Name of the Director & KMP |
Designation |
Percentage Increase (If any) |
| 1. Mr. Chirag Desai |
CFO |
- |
| 2. Ms. Palak Parekh |
Company Secretary & Compliance Officer |
- |
B. The numbers of Employees of the Company are two. There is no Employee drawing
remuneration requiring disclosure under Rule 5(2) of Companies Appointment &
Remuneration of Managerial personnel) Rules, 2014.
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &
SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees and Investments
covered under the provisions of Section 188 and 186 of the Companies Act, 2013
respectively are given in the notes to the Financial Statements attached to the Directors
Report.
All transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not entered into any transactions with related parties which could be
considered as material in accordance with the policy of the Company on materiality of
related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Companys website at
www.prismfinance.in
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
Your Company being in the Industry of Investment, Finance and Trading, the particulars
relating to conservation of Energy, Technology Absorption etc. are not applicable. The
Company has not earned or spent any amount in Foreign Exchange.
13. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance (on voluntary
basis), Management Discussion and Analysis (MDA) and a certificate regarding compliance
with the conditions of Corporate Governance are appended to the Annual Report as Annexure
- A.
14. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of
the Companies Act, 2013 from M/s. Pinakin Shah & Co., Company Secretaries, Ahmedabad.
The said Report is attached with this Report as Annexure – B. The remarks of
Auditor for non-appointment of Managing Director is self-explanatory.
15. WEB ADDRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual
Return as on 31st March, 2023 is available on the Companys website
www.prismfinance.in.
16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP
COMMITTEE:
The details of various committees and their functions are part of Corporate Governance
Report.
17. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per Section 135(9) of the Companies Act, 2013 if the amount to be spent by a company
under section 135(5) of the Companies Act, 2013 does not Rs. 50.00 lakh, then the
requirement under 135(1) of the Companies Act, 2013 for constitution of the Corporate
Social Responsibility Committee is not be applicable and the functions of such CSR
Committee as provided under section 135 of the Companies Act, 2013 shall, be discharged by
the Board of Directors the Company. The Company was required to spend Rs. 9.13 Lakh
towards CSR during the year 2022-23. Accordingly, the Company has not constituted CSR
committee and functions of CSR committee are being discharged by the Board of Directors of
the Company.
17.1 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY:
As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the
Annual Report on Corporate Social Activities has been attached herewith as Annexure
–D.
18. GENERAL:
18.1. STATUTORY AUDITORS:
The remarks of Auditors are self explanatory and have been explained in Notes on
Accounts.
The present Auditors of the Company, M/s. Apaji Amin & Co LLP, Chartered
Accountants (Firm Registration No. 100513W/W100062) have resigned as Statutory Auditors of
the Company with effect from 19th July, 2023 for the remaining term.
In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit &
Auditors) Rules, 2014, the Board of Directors has recommended the appointment of M/s. H.
K. Shah & Co.,Chartered Accountants, Ahmedabad as Statutory Auditors of the Company
for a period of 5 years and to hold office as Statutory Auditors from the conclusion of
the ensuing 29th AGM till the conclusion of 34th AGM on remuneration
to be decided by the Board or Committee thereof.
The Company has obtained consent from M/s. H. K. Shah & Co., Chartered Accountants,
Ahmedabad to the effect that their appointment as Auditors of the Company for period of 5
years commencing from the Financial Year 2023-24 to 2027-28, if made, will be in
accordance with the provisions of Section 139 and 141 of the Companies Act, 2013.
The Shareholders are requested to consider and approve the appointment of the Statutory
Auditors of the Company.
18.2 INSURANCE:
The movable and immovable propertiesof the Company to the extent required have been
adequately insured risks such as fire, strike, civil commotion, malicious damages, etc.
18.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits and there were
no overdue deposits.
18.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is reviewed by the
Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed
quarterly by assessing the threats and opportunities that will impact the objectives set
for the Company as a whole. The Policy is designed to provide the categorization of risk
into threat and its cause, impact, treatment and control measures. As part of the Risk
Management policy, the relevant parameters for protection of environment, safety of
operations and health of people at work are monitored regularly with reference to
statutory regulations and guidelines defined by the Company.
18.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs as on 31st
March, 2023.
18.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior Management. All the Board Members and Senior Management personnel
have affirmed compliance with the code of conduct.
18.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There has been no significant and material order passed by any regulators or courts or
tribunals, impacting the going concern status of the Company and its future operations.
18.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safe
operations. The Companys policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
18.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy, in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, the Company did not receive any
complaint.
18.10 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
18.11 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the Institute of Company
Secretaries of India, which are mandatorily applicable to the Company.
18.12 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
18.13 There was no instance of onetime settlement with any Bank or Financial
Institution.
18.14 No agreements have been entered / executed by the parties as mentioned under
clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and
Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect /
impact the Management or Control of the Company or impose any restriction or create any
liability upon the Company.
19. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
20. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not applicable to the Company.
21. INSIDER TRADING POLICY:
As required under the Insider Trading Policy Regulations of SEBI, your Directors have
framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated
Persons/Insiders. The Policy is available on the companys website.
22. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the
depositories viz NSDL and CDSL. The ISIN No. is INE429Q01019
23. ACKNOWLEDGEMENT:
Your Directors express their sincere thanks and appreciation to Promoters, Shareholders
and Customers for their support and co operation. Your Directors also place on record
their gratitude to the Bankers of the Company and Government Departments for their
confidence reposed in the Company.
|
For and on behalf of the Board, |
| Place : Ahmedabad |
Anal R. Desai |
| Date : 22nd July, 2023 |
Chairperson |
|
DIN : 02636329 |
+91-9892691696
