TO THE MEMBERS,
PUNCTUAL TRADING LIMITED
Your Directors have pleasure in submitting their 37th Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March,
2023.
1. FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous
years figures are given hereunder:
(Audited)
(Amount in Rs. Lakhs)
| Particulars |
Financial Year ended 31.03.2023 |
Financial Year ended 31.03.2022 |
| Total Revenue |
194.56 |
217.81 |
| Total Expenses |
32.08 |
65.98 |
| Profit Before Tax |
162.48 |
151.83 |
| Less : |
|
|
| Tax Expense |
|
|
| Current Tax |
22.05 |
9.34 |
| Deferred Tax |
5.44 |
12.84 |
| Income Tax of Earlier Years |
(3.11) |
-- |
| Profit After Tax |
138.10 |
129.65 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The total revenue of the financial year 2022-23 is Rs. 194.56 lakhs as against the
total revenue for of Rs.217.81 lakhs for the previous financial year 2021-22. During the
year under review, the Company earned a profit after tax of Rs. 138.10 lakhs as against
the Profit after tax of previous year of Rs. 129.65 lakhs.
3. RESULT OF OPERATIONS AND THE STATE OF THE COMPANYS AFFAIRS
The Company is presently engaged in activities of investment in shares and securities
and renting of immovable properties.
4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the year.
5. DIVIDEND
In order to conserve resources for the development of business of the Company, no
Dividend is being proposed for the current financial year.
6. CHANGE IN CAPITAL STRUCTURE
During the year under review, there has been no any change in the paid Capital of the
Company. The paid-up capital of the Company stood at 10,00,000 equity Shares of Rs. 10/-
each.
7. TRANSFER TO GENERAL RESERVE
During the year under review, your directors have not transferred any amount to general
reserves except the profit for the financial year 2022-23.
8. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND
As per the provisions of Section 125 of the Companies Act, 2013, deposits / dividend
remaining unclaimed for a period of seven years from the date they become due for payment
have to be transferred to Investor Education & Protection Fund (IEPF) established by
the Central Government. During the year under review, there has been no any unclaimed
deposit/dividend remaining to transfer.
9. PUBLIC DEPOSITS
During the Financial Year 2022-23, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014 as amended up to date.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company is managed and controlled by a Board comprising an optimum blend of
Executives and Non-Executive Professional Directors. Ms. Deepa Bhavsar (DIN: 07167937),
Director, retires at this Annual General Meeting and being eligible offers herself for
reappointment.
All the Directors possess the requisite qualifications and experience in general
corporate Management, finance, banking and other allied fields which enable them to
contribute effectively to the Company in their capacity as Directors of the Company.
The Composition of the Board of Directors as on March 31, 2023 as follows:
| Name |
Category |
Designation |
Date of appointm ent |
Directorship in other Listed Companies |
Chairmanship of Committees of Board of other Companies |
Membership of Committees of Boards of other companies |
| Mr. Manoj Sidhakaran Dadhich |
Executive and Non Independent Director |
Whole Time Director |
10th September, 2003 |
- |
- |
- |
| Ms. Deepa Rupesh Bhavsar |
Non Executive and Non Independent Director |
Non Executive Director |
28th May, 2015 |
3 |
- |
3 |
| Mr. Nikunj Hasmukh Shah |
Non Executive and Independent Director |
Independent Director |
31st March, 2015 |
1 |
1 |
1 |
| Ms. Anushka Joann Jain |
Non Executive and Independent Director |
Independent Director |
28th March, 2022 |
- |
- |
- |
11. KEY MANAGERIAL PERSONNEL(S) (KMP)
Pursuant to Section 203 of the Companies Act, 2013 read with The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, In addition to Whole Time Director,
the Company has employed the Company Secretary and Chief Financial Officer of the Company
as Key Managerial Personnel.
Following were the KMP during the Financial Year ended 31st March, 2023
| Name and Designation |
Date of change |
| Mr . Manoj Dadhich Whole Time Director |
- |
| Ms. Sonia Omprakash Chhajer Company Secretary and Compliance officer |
- |
| Mr. Rohitkumar Mishra Chief Financial officer |
Resigned w.e.f. 17.05.2022 |
| Mr. Jeevan Jadhav-Chief Financial Officer* |
Appointed w.e.f. 01.10.2022 |
* Subsequent to year end, Mr. Jeevan Jadhav resigned as Chief Financial Officer w.e.f.
05th August 2023.
12. COMMITTEES OF THE BOARD
Following are the Committees of the Board of Director during the year ended 31st
March, 2023:
| Audit Committee |
| Nomination & Remuneration Committee |
| Stakeholder Relationship Committee |
13. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTOR APPOINTED DURING
THE YEAR.
No Independent Director was appointed during the financial year 2022-23.
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
(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 of affairs of the company at the end of the financial year and of
the profit and loss of the company for that 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 for 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 laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively. Internal financial control means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business including adherence
to Companys policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
(f) 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.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2018 (“SEBI LODR Regulations”) is given separately forming part of this Annual
Report.
16. REPORT ON CORPORATE GOVERNANCE
Since the paid up capital of the Company is less than Rs. 10.00 Crore and Net Worth of
the Company is less than Rs. 25.00 Cr, the Provisions of Corporate Governance are not
applicable on the Company in terms of Securities and Exchange Board of India (Listing
Obligation and Disclosure requirement) Regulations, 2015.
17. AUDITORS
(i) Statutory Auditors
M/s. SVP & Associates, Chartered Accountants (ICAI Registration no. 003838N) ,
Mumbai were appointed as an Statutory Auditor of the Company for a period of 5 years, from
the conclusion of 35th Annual General Meeting till the conclusion of the 40th
Annual General Meeting hereafter.
(ii) Secretarial Auditor & the Secretarial Audit Report
Mr. Harshad Pusalkar, proprietor of M/s Pusalkar & Co., Practicing Company
Secretaries (Firm Unique Code S2020MH771800) was appointed as Secretarial Auditor by the
Board of Directors for the financial year 2022-23 and his report is attached separately to
this report. The Board ensures the Compliances with respect to observation mentioned in
the report in the future.
18. INTERNAL AUDIT
In accordance with provisions of section 138 of the Companies Act, 2013 and rules
framed thereunder, your Company has appointed M/s. N T B and Co. (Firm Registration No.
140489W), Chartered Accountants as an Internal Auditors of the Company for the Financial
year 2022-23 and 2023-24 and takes their suggestions and recommendations to improve and
strengthen the Internal Control Systems.
19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors or Secretarial Auditors or Internal Auditor of the Company have
not reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made thereunder.
20. COMPLAINCE WITH SECRETRIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) {SS 1
and SS2} respectively relating to meetings of Board and Committees which have mandatory
applications.
21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
on the date of this report.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The disclosures required to be made under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption is not applicable to the Company as the
Company is not involved in any manufacturing processing.
The Company mainly engaged in the renting and investment activities. Foreign exchange
earnings and outgo of the Company are Nil during the financial year 2021-22.
23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable on your Company.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Disclosure in Form AOC-2 is furnished as an annexure to this report with respect to
contract or arrangements made with related parties as defined under Section 188 of the
Companies Act, 2013 during the year under review.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
There were no qualification, reservation or adverse remarks made by the either by the
Auditors.
27. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has formulated a policy known as Nomination and Remuneration Policy to
govern the appointment and payment of remuneration to directors and KMPs. The said policy
is available on website www.punctualtrading.com.
28. ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act 2013, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the relevant extract of the Annual Return as at 31st March, 2023 is set out
as an Annexure to this Report. The Extract of Annual Return for the Financial Year ended
31st March, 2023 is also available on the Companys website www.punctualtrading.com.
29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 6 (Six) Board meetings during the financial year under review.
30. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company during the
financial year 2022-23.
31. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
32. RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and
implement the Risk Management Policy for the Company including identification therein of
elements of risk, if any, which is in the opinion of the Board may threaten the existence
of the Company. These are discussed at the meeting of the Audit Committee and the Board of
Directors of the Company. At present, the Company has not identified any element of risk
which may threaten the existence of the Company.
33. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGIL MECHANISM
The Company has established a vigil mechanism and overseas through the Audit committee,
the genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee for reporting issues concerning the interests of co employees and the Company.
The Whistle Blower Policy is available on the website of the company viz.,
www.punctualtrading.com.
34. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines the
operational effectiveness to ensure reliability of financial and operational information
and all statutory / regulatory compliances. The Company has a strong monitoring and
reporting process resulting in financial discipline and accountability.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and companys operations in future.
37. HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are in receipt of
Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and
Companies (Particulars of Employees) Rules, 1975. During the year under review,
relationship with the employees is cordial.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in the premises of the Company. Your Company always endeavors to
create and provide an environment that is free from discrimination and harassment
including sexual harassment.
In view of the same, your Company has adopted a policy on prevention, prohibition and
redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed there under for prevention and redressal of complaints of sexual harassment
at workplace.
During the year under review, your Company has not received any complaint from any of
its employee, hence, no complaint is outstanding for redressal.
39. FORMAL ANNUAL EVALUATION
The Nomination and Remuneration Committee of the Company has formulated Evaluation
Policy during the year, which was approved by the Board of Directors. The Policy provides
for evaluation of the Board, the Committee of the Board and individual Directors,
including the Chairman of the Board.
The policy provides that evaluation of the performance of the Board as a whole, Board
Committees and Directors shall be carried out on an annual basis.
40. FAMILIARISATION PROGRAM
The company regularly communicates with all Independent Directors to provide detailed
understanding of the activities of the company including specific projects either at the
meeting of the Board of Directors or otherwise. The induction process is designed to build
an understanding of the companys business and the markets to equip the Directors to
perform their role on the Board effectively. Independent Directors are also taken through
various business situations, nature of the industry, business model etc. by way of
presentations and discussions. The details of directors induction and familiarization are
available on the companys website at www.punctualtrading.com.
41. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Code of Conduct of the Company.
42. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. 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 |
|
| Sd/- |
Sd/- |
| MANOJ SIDHAKARAN DADHICH |
DEEPA RUPESH BHAVAR |
| WHOLE TIME DIRECTOR |
DIRECTOR |
| DIN: 00374923 |
DIN:07167937 |
| Place: Mumbai |
|
| Date: 24th August, 2023 |
|
+91-9892691696
