Pawansut Holdings Ltd (CRD).pdf• Mr. Pradeep Kumar Jindal Executive Director
Non Executive Directors
Azadpur, Delhi-110 033
Azadpur, Delhi- 110 033
Behind Local Shopping Center
Near Dada Harsukhdas Mandir
CORPORATE INFORMATION
DEAR SHAREHOLDERS,
It gives me an immense pleasure to present you our 30th
Annual Report, and significantly, your Company has
successfully completed one year as a listed entity on Bombay
Stock Exchange. The BSE Listing was an important milestone
and the next step in the ladder is to take the Company to a
higher level of growth and operational scale. Thank you for
your continued patronage and support! We just wrapped up
another strong year at Pawansut Holdings Limited (PHL). PHL
formulates specialized structured financing solutions for
corporates to meet their Finance, Leasing and Investment
requirements, thus making a platform for delivering long term
value to all stakeholders.
We believe India's NBFCs have a pivotal role to play in
efficiently channelizing capital to corporate and enabling
growth. Today, the credit requirements of medium and large
businesses are growing more than ever before. We are focused
on leveraging this opportunity in the fixed income market.
PHL has emerged a key player among NBFCs in the Equity
business in the short span of years. Our Core Area is in Finance,
Leasing, and Investments. We are doing this by improving our
internal processes, strengthening our techniques, and
investing significantly in terms of training our people.
Just as our business portfolio is diversified, so is our talent mix.
Your Company senior management team has over 20 years of
experience on an average in a financial services sector
balancing this experience is the energy of youth. A company-
wide average employee age of 30 makes for a potent blend of
experience and skilled personnel.
Your Company earned a Revenue of Rs. 15,501,536 during
2013-14 as compared to Rs. 15,419,710 over previous year.
The Company had posted a record profit after tax of Rs.
1,478,546/- as against Rs. 3,279,484 over the previous year.
During the financial year 2013-14, we further strengthened
our position in the Non-Banking Financial Company (NBFC)
sector and take pride in having established ourselves as one of
the leading NBFCs in the country, within a short period of time.
Further in the growth prospects of the Company, the Company
is planning to get its Shares listed on National Stock Exchange.
On behalf of the Board, I present my sincere appreciation and
gratitude to our customers, shareholders, bankers and others
for their continuous support and the confidence they have
reposed in the Company. I record my special appreciation of
the tireless efforts of my employees, a dedicated and loyal band
of people who have displayed unswerving commitment to their
work in these challenging times and helped the Company
deliver strong results.
We will continue to drive innovation in India's structured
finance space. We stand firm in our commitment to build a
sustainable business, deliver value to all stakeholders and serve
India's vibrant economy.
With best wishes,
Mr. Laxman Singh Satyapal is the Managing Director of the
Company. His expertise lies in managing operations in a large
business environment, formulating business strategies and
identifying new markets. He is having Sound Finance and
Accounting Knowledge. He has been associated with the
company since 1990 and has more than 21 years experience
in corporate law, taxation, finance and investment.
Mr. Pradeep Kumar Jindal is Masters in Business
Administration (MBA) and graduate in commerce. He is an
Executive Director on the Board of our Company. His role
includes guiding the current businesses and building new
ones in the financial services space. He is also actively
associated with a number of social and charitable
organizations. He has over 23 years of varied rich experience
and had also practiced as Income Tax Practitioner for over 8
years. He is also a member of Audit Committee.
Mr. Uttam Kumar Srivastava is the Independent Director of the
company. He is having experience of over 11 years in public
relations and Liasoning. He is the Chairman of the Audit
Committee, Remuneration Committee and Shareholders'
Grievance Committee.
Mr. Pawan Kumar Poddar is the Independent Director of the
company. He is recognized for excellent people management
and team building abilities besides infusing the spirit of
action and a result oriented work culture. He is also a member
of the Audit Committee, Remuneration Committee and
Shareholders' Grievance Committee.
Ms. Seema Khandelwal is the Independent Director of the
company. She is Bachelor in Commerce and hold vast
experience and expertise in the field of finance. She is also a
member of Remuneration Committee and Shareholders'
Grievance Committee.
Ms. Shweta Gupta, heads the legal, compliance and company
secretarial function of the Company. She is a member of The
Institute of Company Secretary of India. Her expertise lies in
secretarial function & holds great managerial skills.
Mr. Vinit Kumar Sharma is the Chief Financial Officer of the
Company having expertise in financial aspects.
DIRECTOR'S PROFILE
DIRECTOR'S PROFILE
NOTICE IS HEREBY GIVEN THAT THE THIRTIETH ANNUAL GENERAL MEETING
OF THE MEMBERS OF M/S PAWANSUT HOLDINGS LIMITED (CIN NO:
L65929DL1984PLC019506) WILL BE HELD ON TUESDAY, 30TH SEPTEMBER,
2014 AT 11.30 A.M. AT THE REGISTERED OFFICE OF THE COMPANY AT
SHALIMAR BAGH CLUB, PLOT NO.-9, B-BLOCK, COMMUNITY CENTRE, CLUB
ROAD, SHALIMAR BAGH, DELHI-110088 TO TRANSACT THE FOLLOWING
BUSINESS: -
ORDINARY BUSINESS
1. To receive, consider and adopt Audited Balance Sheet for the financial
year ended 31st March, 2014 and Statement of Profit & Loss Account
for the financial year ended on that date along with Reports of the
Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Pradeep Kumar Jindal (DIN
00049715), who retires by rotation, and being eligible, offers himself
for re-appointment.
3. To appoint Auditors and fix their remuneration and in this regard to
consider and if thought fit, to pass, with or without modification(s),
the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of section 139 and other
applicable provisions of the Companies Act, 2013, and the Rules made
thereunder, the auditors, M/s. S. K. Singla & Associates, Chartered
Accountants (Firm Registration No. 005903N), be and are hereby appointed
as Auditors of the Company to hold office from the conclusion of this Annual
General Meeting until the conclusion of the 35th Annual General Meeting of
the Company, subject to ratification by shareholders at each annual general
meeting to be held hereafter.”
SPECIAL BUSINESS
1. To consider and if thought fit, to pass, with or without modification(s), the
following resolution as an ORDINARY RESOLUTION :-
“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152
read with schedule IV and other applicable provisions of the Companies Act,
2013 ('the Act') and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof for the time being in force) and pursuant to clause 49 of
the listing agreement, Mr. Pawan Kumar Poddar (DIN 02152971), Director,
in respect of whom the company has received a notice in writing proposing
his candidature for the office of a director under section 160 of the
Companies Act, 2013, be and is hereby appointed as an Independent
Director of the company not liable to retire by rotation, to hold office for a
term of 5 consecutive years up to 35th Annual General Meeting.
2. To consider and if thought fit, to pass, with or without modification(s), the
following resolution as an ORDINARY RESOLUTION :-
“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152
read with schedule IV and other applicable provisions of the Companies Act,
2013 ('the Act') and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof for the time being in force) and pursuant to clause 49 of
the listing agreement, Mr. Uttam Kumar Srivastava (DIN 03372917),
Director, in respect of whom the company has received a notice in writing
proposing his candidature for the office of a director under section 160 of
the Companies Act, 2013, be and is hereby appointed as an Independent
Director of the company not liable to retire by rotation, to hold office for a
term of 5 consecutive years up to 35th Annual General Meeting.”
3. To Consider and if thought fit, to pass with or without modification(s), the
following resolution as an ORDINARY RESOLUTION :-
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152
read with Schedule IV and all other applicable provisions of the Companies
Act, 2013 ('the Act') and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof for the time being in force) and Clause 49 of the Listing
Agreement, Ms. Seema Khandelwal (DIN 00007351), who was appointed as
an Additional Director pursuant to the provisions of Section 161(1) of the
Companies Act, 2013 and the Articles of Association of the Company and
who holds office up to the date of this Annual General Meeting and in respect
of whom the Company has received a notice in writing under Section 160 of
the Companies Act, 2013 from a member proposing his candidature for the
office of Director, be and is hereby appointed as an Independent Director of
the Company to hold office for 5 (five) consecutive years for a term up to the
conclusion of the 35th Annual General Meeting.”
By order of the Board of Directors
For PAWANSUT HOLDINGS LIMITED
MANAGING DIRECTOR
NOTES
1. A Member entitled to attend and vote at the meeting is entitled to
appoint a proxy to attend and vote on a poll instead of himself/ herself
and such proxy need not be a Member of the Company. The proxy form
duly completed and signed must be deposited at the Registered Office of the
Company, not less than forty-eight hours before the commencement of the
Annual General Meeting. Proxy so appointed shall not have any right to
speak at the meeting.
A person can act as a proxy on behalf of members not exceeding fifty and
holding in the aggregate not more than ten percent of the total share capital
of the Company carrying voting rights. A member holding more than ten
percent of the total share capital of the Company carrying voting rights may
appoint a single person as proxy and such person shall not act as a proxy for
any other person or shareholder.
2. Brief Resume of the Directors seeking re-appointment and appointed since
last Annual General Meeting, as required under Clause 49 of the Listing
Agreement executed is annexed hereto and forms part of Notice.
3. The Register of Members and Share Transfer Books of the Company will
remain closed from September 19, 2014 and September 20, 2014 (both
days inclusive).
4. Corporate Members are requested to send a duly certified copy of the Board
Resolution / Power of Attorney authorizing their representative to attend
and vote on their behalf at the Annual General Meeting.
5. A Statement pursuant to Section 102(1) of the Companies Act, 2013,
relating to the Special Business to be transacted at the Meeting is annexed
hereto.
6. Members are requested to:-
(i) note that copies of Annual Report will not be distributed at the Annual
General Meeting and they will have to bring their copies of Annual
Report;
(ii) deliver duly completed and signed Attendance Slip at the entrance of
the meeting venue as entry to the venue will be strictly on the basis of
the Entry Slip available at the counters at the venue to be exchanged
with the Attendance Slip;
NOTICE
NOTICE
(iii) quote their Folio / Client ID & DP ID Nos. in all correspondence;
(iv) note that no gifts / coupons will be distributed at the Annual General
Meeting.
7. An Attendance Slip and proxy form have been enclosed with the notice.
Members are requested to fill up the particulars of the Attendance Slip, affix
their signature in the appropriate place and hand it over to the company's
officials at the entrance of the Meeting venue.
8. Inspection of documents: Documents referred into the Notice etc. are open
for inspection at the registered office of the Company at all working days
except Saturdays and Sundays between 11:00 A.M and 2:00 P.M upto the date
of Annual General Meeting.
9. Ministry of Corporate Affairs, Government of India vide its General Circular
dated April 21, 2011 and April 29, 2011 has taken "Green Initiative in
Corporate Governance" allowing paperless compliances of law through
electronic mode. These Circulars permit the Companies to send various
Notices/Documents to its shareholders through electronic mode to the
registered e-mail addresses of the shareholders. This move by the Ministry is
welcome since it benefits society at large reduction in consumption of paper
and it also contributes towards greener planet.
10. Members are requested to send all correspondence to Company's Registrars
at Beetal Financial & Computer Services (P) Ltd, 3rd floor 99, Near Dada
Harsukh Das Mandir, New Delhi - 110062. Telephone Number 011-
29961281-83 & E-Mail id beetalrta@gmail.com. Website:
www.beetalfinancial.com
11. Members may note that Annual Report for 2013-14 including Notice of
Thirtieth Annual General Meeting will also be available on Company's
website www.pawansutholdings.com for your download.
12. Members desirous of getting any information on any items of business of
this Meeting are requested to address their queries to Company Secretary of
the Company at the Registered office of the Company at least ten days prior
to the date of the meeting, so that the information required can be made
readily available at the meeting.
13. The equity shares of the company are listed at
• BSE Limited, 25th Floor, P J Tower, Dalal Street, Mumbai,
Maharashtra- 400001, and
• Delhi Stock Exchange Limited, 3/1, Asaf Ali Road, New Delhi-110 002
14. Annual Listing fees for the year 2013-14 have been paid to the respective
Exchange.
15. The information pursuant to Clause 49 of the Listing Agreement with
respect to the details of the directors seeking appointment / reappointment
at the forthcoming Annual General Meeting is annexed to the notice as
annexure.
16. VOTING THROUGH ELECTRONIC MEANS
Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 and Clause 35B
of the Listing Agreement with the Stock Exchanges, the company is pleased
to offer e-voting facility to members to exercise their votes electronically on
all resolutions set forth in the notice convening the 30th Annual General
Meeting (AGM). The company has engaged the services of Central
Depository Services Limited (CDSL) to provide the e-voting facility.
The company has appointed Mr. Ankit Agarwal of A. Agarwal & Associates,
Practising Company Secretaries as the scrutiniser for conducting the e-
voting process in a fair and transparent manner.
The procedure and instructions for e-voting are as under:
In case of members receiving e-mail:
INSTRUCTIONS FOR E-VOTING
Members are requested to follow the instructions below to cast their vote
through e-voting:
(i) Log on to the e-voting website
(ii) Click on “Shareholders” tab.
www.evotingindia.com
(iii) Now, select “Company Name- Pawansut Holdings Limited” from the
drop down menu and click on “SUBMIT”.
(iv) Now, enter your User ID. The User ID will be provided in the
communication being sent separately.
(v) If you are holding shares in Demat form and had logged on to
www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used. If you are a first
time user, follow the steps given below:
(vi) Now, fill up the following details in the appropriate boxes:
* M e m b e r s w h o h a v e n o t u p da t e d t h e i r PA N w i t h t h e
company/RTA/depository participant are requested to use the first two
letters of their name and the sequence number (available in the attendance
slip / in the e-mail sent to the members) in the PAN Field.
* In case the sequence number is less than 8 digits enter the applicable
number of 0's before the number after the first two characters of the name.
For example, if your name is Ramesh Kumar with sequence number 1 then
enter RA00000001 in the PAN Field.
(vii) After entering these details appropriately, click on “SUBMIT” tab.
(viii) Members holding shares in physical form will then reach directly the
company selection screen. However, members holding shares in
demat form will now reach 'Password Creation' menu wherein they
are required to mandatorily enter their login password in the new
password field. Kindly note that this password can also be used by
members holding shares in dematerialised form for voting in respect
of the resolutions of any other company on which they are eligible to
vote, provided that company opts for e-voting through CDSL platform.
It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(ix) For members holding shares in physical form, the details can be used
only for e-voting on the resolutions contained in this Notice.
(x) Select “EVSN” (E-voting Sequence Number) of Pawansut Holdings
Limited. Now, you are ready for e-voting as the voting page appears.
(xi) On the voting page, you will see Resolution Description and against
the same the option “YES/NO” for voting. Select the option YES or NO
as desired. The option YES implies that you assent to the resolution
and option NO implies that you dissent to the resolution.
(xii) Click on the “Resolutions File Link” if you wish to view the entire
notice.
(xiii) After selecting the resolution you have decided to vote on, click on
“SUBMIT”. A confirmation box will be displayed. If you wish to confirm
USER ID For Members holding shares in Demat form:
For NSDL: 8 Character DP ID followed by 8 Digits Client ID
For CDSL: 16 digits beneficiary ID
For Members holding shares in Physical form:
Folio Number registered with the company and then enter the
Captcha Code as displayed and
Click on Login
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both Demat shareholders as well as
physical shareholders)
DOB Enter the Date of Birth as recorded in your Demat account or in the
Company records for the said Demat account or folio in
dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account
Bank or in the company records for the said demat account or folio.
Details# • Please enter the DOB or Dividend Bank Details in order to
login. If the details are not recorded with the depository or
company please enter the member id / folio number in the
Dividend Bank details field.
NOTICE
your vote, click on “OK”, else to change your vote, click on “CANCEL”
and accordingly modify your vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be
allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on
“Click here to print” option on the Voting page.
(xvi) If Demat account holder has forgotten the changed password then
Enter the User ID and the image verification code and click on Forgot
Password & enter the details as prompted by the system.
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.)
are required to log on to and register
themselves as Corporates.
They should submit a scanned copy of the Registration Form bearing
the stamp and sign of the entity to .
After receiving the login details they have to create a user who would be
able to link the account(s) which they wish to vote on.
T h e l i s t o f a c c o u n t s s h o u l d b e m a i l e d t o
helpdesk.evoting@cdslindia.com and on approval of the accounts they
would be able to cast their vote.
They should upload a scanned copy of the Board Resolution and
Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, in PDF format in the system for the scrutinizer to
verify the same.
In case of members receiving the physical copy:
(A) Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.
(B) The voting period begins from 10:00 A.M of September 24, 2014 and ends
on 10:00 A.M of September 26, 2014. During this period shareholders' of the
Company, holding shares either in physical form or in dematerialized form,
as on the cut-off date (i.e. record date) from 19 September, 2014 to 20
September, 2014 , may cast their vote electronically. The e-voting module
shall be disabled by CDSL for voting thereafter.
(C) In case you have any queries or issues regarding e-voting, you may refer the
Frequently Asked Questions (“FAQs”) and e-voting manual available at
under help section or write an email to
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE
COMPANIES ACT, 2013
ITEM NO. 1 - 3:
Pursuant to the provisions of section 149 of the Companies Act, 2013 (the Act),
which came into effect from 1 April, 2014, every listed public company is required
to have at least one-third of the total number of directors as independent directors
(IDs). An ID shall hold office for a term up to five consecutive years on the board of
a company, but shall be eligible for re-appointment for a term up to another five
consecutive years on passing of a special resolution by the company and
disclosure of such appointment in the board's report. As per the Act, an ID is not
liable to retire by rotation.
Keeping in view the new provisions of the Companies Act, 2013 and considering
the age and the term the IDs have already served on the board, the board
considered and recommended for appointment of IDs for such terms as detailed in
their respective appointment resolutions.
In respect of Item No. 3, Ms. Seema Khandelwal (DIN 00007351) was appointed
as an Additional Director of the company as on 29th May, 2014. Pursuant to the
provisions of section 161 of the Act, She will hold office up to the date of this
Annual General Meeting.
The company has received notices in writing from members for each director
under the provisions of section 160 of the Act proposing the candidature of Mr.
Pawan Kumar Poddar, Mr. Uttam Kumar Srivastava and Ms. Seema Khandelwal as
Directors.
Mr. Pawan Kumar Poddar, Mr. Uttam Kumar Srivastava and Ms. Seema Khandelwal,
non-executive directors of the company have given a declaration to the board that
they meet the criteria of independence as provided under section 149 of the Act as
well as Clause 49 of the listing agreement. In the opinion of the board, each of
these directors fulfill the conditions specified in the Act and Rules made there
https://www.evotingindia.co.in
helpdesk.evoting@cdslindia.com
www.evotingindia.co.in
helpdesk.evoting@cdslindia.com
under for appointment as IDs and they are independent of the management.
The board recommends the appointment of these directors as independent
directors for such terms as specified in the resolutions as set out in item nos. 1 to 2
of the notice.
In compliance with the provisions of section 149 read with schedule IV of the Act
and clause 49 of the listing agreement, the appointment of these directors is being
placed before the members for their approval.
Further brief resume is also provided as per Annexure 2, Annexure 3 and
Annexure 4 below.
Save and except the above, none of the other Directors / Key Managerial
Personnel of the Company / their relatives are, in any way, concerned or
interested, financially or otherwise, in these resolutions.
ANNEXURE -1
ANNEXURE -2
APPOINTMENT AT THE 30th ANNUAL GENERAL MEETING
Name Mr. Pradeep Kumar Jindal
Date of Birth January 01,1958
Date of Appointment August 30, 2006
Qualifications Masters In Business Administration
& Bachelor's Degree in Commerce.
Expertise in specific Functional area He has expertise in guiding Current
Business and managing the financial
aspects of the business.
Membership/Chairmanship of 1
Name Mr. Pawan Kumar Poddar
Date of Birth July 10, 1959
Date of Appointment March 20, 2011
Qualifications Bachelor's Degree in Commerce.
Expertise in specific Functional area His expertise lies in finance
operations. He is having experience
of over 7 years in public relations
and Liasoning
Membership/Chairmanship of 3
NOTICE
Date of Birth November 19, 1979
Date of Appointment March 20, 2011
Qualifications Bachelor's Degree in Commerce.
Expertise in specific Functional area His expertise lies in Banking
operations. He is having experience
of over 11 years in public relations
and Liasoning
Membership/Chairmanship of NIL
Name Ms. Seema Khandelwal
Qualifications Bachelor's Degree in Commerce.
Expertise in specific Functional area Her expertise in the field of finance.
Directorship held in other Companies 1
Membership/Chairmanship of NIL
By order of the Board of Directors
For PAWANSUT HOLDINGS LIMITED
MANAGING DIRECTOR
CORPORATE SOCIAL RESPONSIBILITY
Your Board of Directors has the pleasure in presenting the Thirtieth Annual
Report together with the Audited Financial Statements of your Company for the
financial year ended 31st March, 2014.
The highlights of performance of the Company for the financial year 2013-14
were as under with comparative position of previous year's performance:-
The year 2013-14 was a year with excellent financial results as far as your
Company is concerned. The Gross Income for this period was Rs. 15,501,536 as
against Rs. 15,420,476 in the year 2012-13. The Total Expenditure for the period
was Rs. 13,080,211. The Company had posted a record profit after tax of Rs.
1,478,546/- as against Rs. 3,279,484 over the previous year.
Your directors do not declare any dividend for the year with a view to conserve the
resource for future growth plans of the company.
Your Company did not accept any deposits from public in term of the provisions of
section 73 of the Companies act, 2013 and to this effect an undertaking is given to
the Reserve Bank of India.
The world today is more uncertain and volatile than anytime before. Although the
prospects and future of many developing economies including India are brighter
today, there are several challenges before the world that needs to be addressed.
There is increased competition for natural resources and increasingly volatile and
uncertain economic as well as a fragile socio-political environment. For India,
there are domestic concerns which can challenge the high growth trajectory the
country has seen in the recent years. To maintain a sustainable growth trajectory
and push economy forward the country needs to push forward critical
governance reforms which have been pending for long.
To comply with RBI directions, your company closed its accounts for the full year
ending March 2014, and your Company continues to comply with the directives
issued as well as the norms prescribed by Reserve Bank of India for NBFCs.
PHL understands the changing business scenario and the need to collaborate with
its stakeholders to ensure long-term sustainable growth. The Company has
identified issues material to the business, prioritized through effective
stakeholder engagement and have taken effective steps to address it. We believe in
the trusteeship concept. This entails enlarging business interests and grappling
with the “quality of life” challenges that underserved communities face, and
working towards making a meaningful difference to them Board of Directors, the
Management and all of the employees subscribe to the philosophy of
compassionate care. We believe and act on an ethos of generosity and
compassion, characterized by a willingness to build a society that works for
everyone. This is the cornerstone of our CSR policy.
The current composition of the Board of Directors of your Company is as under:-
* The Following Change took place in the Board of Directors of your
Company during the year:
The Regularisation of Ms. Seema Khandelwal would take place in the
forthcoming Annual General meeting who has been appointed as an
Additional Director as on Date May 29, 2014.
As per Section 152 of the Companies Act, 2013, Mr. Pradeep Kumar Jindal,
Executive Director of the Company retires by rotation and, being eligible, offers
himself for re-appointment subject to retirement by rotation.
Mr. Pawan Kumar Poddar and Mr. Uttam Kumar Srivastava, Independent Directors,
in respect of whom the company has received a notice in writing proposing his
candidature for the office of a director under section 160 of the Companies Act,
2013, be and is hereby appointed as an Independent Director of the company not th
liable to retire by rotation, to hold office for a term of 5 consecutive years up to 35
Annual General Meeting.
The role, terms of reference, authority and powers of the Audit Committee are in
conformity with Section 177 of the Companies Act, 2013. The Committee met
periodically during the year and had discussions with the auditors on internal
control systems and internal audit report.
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out by
SEBI. The Company has also implemented several best corporate governance
practices as prevalent globally.
The Report on corporate governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance as stipulated under the
aforesaid Clause 49, is attached to the Report on corporate governance.
Your Company is complying with all the guidelines of the Reserve Bank of India for
Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the
particulars as applicable to the Company are appended to the Balance Sheet.
Management's Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in
India, is presented in a separate section forming part of the Annual Report.
The Director's Report states that:-
DIRECTORS
DIRECTORS RESPONSIBILITY STATEMENT
PARTICULARS 2013-2014 2012-2013
Profit/(loss) before Depreciation & Taxes 26,68,809 52,51,820
Less: Depreciation 247,484 2,85,141
Profit/(Loss) for the year 1,478,546 32,79,484
SI. Name of Director Designation Date of
No. Appointment
2. Mr. Pradeep Kumar Jindal Executive Director 30/08/2006
3. Mr. Uttam Kumar Srivastava Independent Director 20/03/2011
4. Mr. Pawan Kumar Poddar Independent Director 20/03/2011
5 Ms. Seema Khandelwal Independent Director 29/05/2014
DIRECTOR'S REPORT
DIRECTOR'S REPORT
BANK) DIRECTIONS, 1998
Pursuant to the Non Banking Financial Companies Auditors' Report (Reserve
Bank) Directions, 1998, a report from the statutory auditors to the Board of
Directors, has been received by the Company.
Your Directors wish to convey their gratitude and place on record their
appreciation for all the employees at all levels for their hard work, valuable
contribution and dedication during the year. Your Directors sincerely convey their
appreciation to customers, shareholders, vendors, bankers, business associates,
regulatory and government authorities for their consistent support.
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The Directors have 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 account of the company for that period.
iii) The Directors 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) The Directors have prepared the annual accounts on a going concern
basis.
v) The Directors, have 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 have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the
top 100 listed entities, based on market capitalisation at BSE and NSE, to include
Business Responsibility Report (BRR) as part of the Annual Report describing the
initiatives taken by the companies from Environmental, Social and Governance
perspective. Pursuant to the above, the Stock Exchanges included in the Listing
Agreement a suggested framework of a BRR. Accordingly, the BRR is attached
which forms part of the Annual Report.
M/s. S. K. Singla & Associates, Chartered Accountants, Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General Meeting
and are eligible for re-appointment.
The Company has received letters from the Auditor to the effect that the re-
appointment, if made, would be within the prescribed limits under Section
141(3)(g) of the Companies Act, 2013 and that the Auditors are not disqualified
for re-appointment.
The Notes on Financial Statements referred to in the Auditors' Report are self-
explanatory and do not call for any further comments.
Your Directors place on record the appreciation of effort and dedication of the
employees in achieving good results during the year under review. In line with its
policy, your Company continues to place great emphasis on training programmes
for all-round development of the staff at all levels.
Your Company has been actively concentrating on development of human
resources, which is a prime asset for its substantial growth.
The company does not have any employees whose remuneration exceed the limits
for which disclosure is required in accordance with section 134(3)(e) of the
Companies Act, 2013.
The Company, being engaged, in the industrial financing does not have any energy
utilization or technology absorption. The Company during the year under
consideration has not earned or spent any foreign exchange.
BUSINESS RESPONSIBILITY STATEMENT
EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3)
(m) OF THE COMPANIES ACT, 2013
For and on behalf of the Board of Directors
Place : Delhi
Dated : 05.09.2014
New opportunities in credit card, personal finance, home equity, etc
Regulatory changes in the NBFC and ancillary sectors
High cost of funds
Enterprise Risk Management (ERM) at PHL encompasses practice relating to
identification, evaluation, monitoring and mitigation of various key risks towards
the achievement of the key business objectives. It helps to minimise adverse
impact of risks and also enable to leverage market opportunities. Risk
management practices seek to sustain and enhance short & long term competitive
advantage to the Company. It is integral to our business model, described as the
“Practicable, Sustainable, Profitable and De-risked” (PSPD) model. Our core values
and ethics provide the platform for our risk management practices.
Risk Management & Governance
Assurance activities.
Work with Business Management Group (BMG) of respective locations for
process efficiency & productivity improvements.
Policies.
Management/Audit Committee.
Monitoring Key Controls for their effectiveness & consistency.
Timely action & reporting of significant issues to Sub Audit
Committee/AuditCommittee.
System.
Fraud Assessment and preventive measures to avoid the same
PHL has an adequate internal control system in place to safeguard assets and
protect against losses from any unauthorised use or disposition. The system
authorises, records and reports transactions and ensures that recorded data are
reliable to prepare financial information and to maintain accountability of assets.
The Company's internal controls are supplemented by an extensive programme
of internal audits, review by the management, and documented policies,
guidelines and procedures.
At PHL, human resources are the cornerstone of growth and progress. The
Company recognizes that people are not just a valuable asset but play a critical
role in achieving its goals too. As on March 31, 2014, the Company has a team of
talented and experienced employees, providing a wide range of financial services.
Human Resource is the key strength of any organization. Attracting and retaining
the required talent is a continuing challenge for the Corporation.
Throughout the year, PHL has been able to attract and retain key talent at all levels.
During the year, the company further strengthened its IT infrastructure and
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OVERVIEW OF THE ECONOMY
STRENGHT, WEAKNESS, OPPORTUNITY AND THREATS
PHL is a Systemically Important NBFC with a record of consistent growth and
profitability and a comprehensive product suite to meet the multiple financial
needs of its customers
This Management Discussion and Analysis Report has to be read in conjunction
with the Company's financial statements, which follows this section. The
Financial Statements have been prepared in compliance with the requirements of
the Companies Act, 1956, and Generally Accepted Accounting Principles (GAAP)
in India and the directions issued by Reserve Bank of India for Non Banking
Financial Companies from time to time, wherever applicable. The estimates and
judgments relating to the financial statements have been made on a prudent and
reasonable basis, in order that the financial statements reflect in a true and fair
manner the form and substance of transactions, and reasonably present the
Company's state of affairs and profits for the year. The following discussion may
include forward looking statements which may involve risks and uncertainties,
including but not limited to the risks inherent to Company's growth strategy,
change in regulatory norms, economic conditions and other incidental factors.
Actual results could differ materially
For several years, NBFCs have rapidly emerged as an important segment of the
Indian Financial System. The sector is now being recognized as complementary to
the banking sector due to the implementation of innovative marketing strategies,
introduction of tailor made products, customer-oriented services, attractive rates
of return and simplified procedures. NBFCs have emerged as a powerful force for
financial inclusion in India, serving the bottom of the pyramid rural clients.
NBFCs are characterized by their ability to provide niche financial services in the
Indian economy. Because of their relative organizational flexibility leading to a
better response mechanism, they are often able to provide tailor-made services
relatively faster than banks.
NBFC's are governed and are required to be registered with RBI, follow stringent
prudential norms prescribed by RBI in the matters of capital adequacy, credit
investment norms, asset-liability management, income recognition, accounting
standards, asset classification, provisioning for NPA and several disclosure
requirements. Besides this, RBI also supervises the functioning of NBFCs by
conducting annual on-site audits through its officials. Such a rigorous regulatory
framework ensures that NBFCs function properly and follow all the guidelines of
RBI. Thus in all respect the monitoring of NBFCs is similar to banks.
India's GDP growth peaked at 9.3% in FY11 and has dropped sequentially since
then to 6.3% in 2012 and to 4.5% in FY13. Growth appears to have bottomed out at
4.4% in Q1 FY14, and GDP growth has since risen to 4.8% in Q2 FY14, and 4.7% in
Q3 FY14.
At this juncture, economic indicators point to a revival of growth as challenges
such as the steep current account deficit, tight liquidity and high food inflation
have ebbed. Further, measures have been taken by the government to expedite
project clearances and boost Capital Expenditure expansion. Most importantly, a
fresh political mandate at the centre is expected soon, and has resulted in some
optimism in businesses
Strong financial track record
Experienced and stable management team
Strong relationships with public as well as private banks, institutions and
investors
The Company's business and its growth are directly linked to the GDP
STRENGTHS
WEAKNESSES
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
resources by keeping pace with the changing business environment and by
ensuring staff continuity. The Company has a team of able and experienced
industry professionals and employees.
Looking ahead, the Company plans to continue its drive towards building cultural
capabilities that will give us a competitive edge in the market.
PHL believes that to facilitate efficiencies and ensure seamless business growth,
investing in technology is crucial. The implementation of appropriate IT systems
results in better customer experiences, a reduced Turn Around Time (TAT) and
minimized operational risks and human errors.The Company's hardware
infrastructure and the security systems have also been upgraded to strengthen the
overall network. PHL has also enhanced its communication channels to allow for
more efficient internal and external communications which culminate in faster
decision making and greater customer satisfaction.
Statements in this Management Discussion and Analysis describing the
Company's objectives, projections, estimates and expectations may be 'forward
looking statements' within the meaning of applicable laws and regulations. Actual
results might differ substantially or materially from those expressed or implied
due to risk and uncertainties. These risks and uncertainties include the effect of
economic and political conditions in India and abroad, volatility in interest rates
and in the securities market, new regulations and Government policies that may
impact the Company's businesses as well as the ability to implement its strategies.
The Company has obtained all market data and other information from sources
believed to be reliable or its internal estimates, although its accuracy or
completeness cannot be guaranteed.
Place : Delhi
Dated : 05.09.2014
CORPORATE GOVERNANCE
ROLE OF INDIVIDUAL DIRECTORS
ROLE OF COMPANY SECRETARY
Number of Board Meetings
The Company's Board comprises of well qualified esteemed panel of Board of
Directors, including a Chairman, Director and few Independent Directors. The
Chairman of the Board is an Executive Director on the Board. The Composition of
the Board is in conformity with Clause 49 of the Listing Agreement, which
stipulates that 50 per cent of the Board should comprise of Non Executive
Directors, and if the Chairman is Non-Executive and not a promoter, one-third of
the Board should be independent and in case he is an Executive Director, at least
half of the Board should comprise of independent directors.
The current composition of the Board is as under:
The Board of Directors met Eleven times during the year under review.
*The gap between any two meetings was less than four months.
Directors' Attendance Record And Directorship Held
As mandated by the Clause 49, none of the Directors are members of more than
ten Board level committees nor the Chairman of more than five committees in
which they are members.
Details of Number of Board Meetings attended by Directors, attendance at last
Annual General Meeting (AGM), number of other Directorships (in Public Limited
Companies) /Committee Memberships (viz Audit Committee and
Shareholders/Investors Grievance Committee) (other than PHL), held by
Directors during the Financial Year 2013-14 are tabled below:-
*Excluding Directorship in foreign companies, Private Limited Companies,
companies under Section 25 of the Companies Act, 1956 and companies in which
the directors hold office as Alternate Director.
CLAUSE 49 OF LISTING AGREEMENT
COMPANY'S PHILOSPHY ON CORPORATE GOVERNANCE
Corporate Governance is beyond the realm of law. It stems from the culture and
mindset of management, and cannot be regulated by legislation alone. Corporate
Governance deals with conducting the affairs of a company such that there is
fairness to all stakeholders and that its actions benefit the greatest number of
stakeholders. It is about openness, integrity and accountability. What legislation
can and should do, is to lay down a common framework the “form” to ensure
standards. The “substance” will ultimately determine the credibility and integrity
of the process. Substance is inexorably linked to the mindset and ethical standards
of management.” has always strived to go beyond the statutory and regulatory
requirements of Corporate Governance. Our endeavour is to follow good
governance in letter as well as spirit.
PHL always believe that sound Corporate Governance is critical for enhancing
long-term shareholder value and retaining investor trust. A Corporation is a
congregation of various stakeholders, namely, customers, employees, investors,
vendor partners, Government and society. A Corporation should be fair and
transparent to its stakeholders in all its transactions. This has become imperative
in today's globalized business world where corporations need to access global
pools of capital, need to attract and retain the best human capital from various
parts of the world, need to partner with vendors on mega collaborations and need
to live in harmony with the community. Unless a Corporation embraces and
demonstrates ethical conduct, it will not be able to succeed.
PHL aims not only its own growth but also maximization of benefits to the
shareholders, employees, customers, government and also the general public at
large. For this purpose the company continuously strives to improve its level of
overall efficiency through good corporate governance, which envisages
transparency, professionalism and accountability in all its operations.
BOARD OF DIRECTORS
The Corporate Governance principles of the company ensure that the board
remains informed, independent and involved in the company and that there are
ongoing efforts towards better corporate governance to mitigate “non business”
risks. The board is fully aware of its fiduciary responsibilities and recognizes its
responsibilities to shareholders and other stakeholders to uphold the highest
standards in all matters concerning the company and has empowered responsible
persons to implement its broad policies and guidelines and has set up adequate
review processes.
December 6, 2013
February 11 , 2014
March 11, 2014
August 9, 2013
August 12, 2013
September 4, 2013
November 11, 2013
NAME OF POSITION NO. OF NO. OF WHETHER NO. OF NO. OF NO. OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS# CHAIRMANSHIPS#
2013-14 IN 2013-14 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
30, 2013 COMPANIES* PHL PHL
Mr. Laxman Executive 11 11 Yes 1 NIL NIL
Singh Chairman
Kumar Director
Kumar Director
Kumar Director
COMPLIANCE WITH APPLICABLE LAWS
The Board has complete access to all information about the Company. Inter alia,
the following information is regularly provided to the Board as per Annexure 1 A
of the listing Agreement with Stock Exchanges.
! Annual operating plans and budgets and any update thereof
! Capital budgets and any updates thereof
! Quarterly results for the Company and operating divisions and business
segments
! Minutes of the Board meetings of subsidiary companies
! Information on appointment or removal of Chief Financial Officer and
Company Secretary. The Appointment of Chief Financial Officer is also
considered at Audit Committee of the Company
! Materially important show cause, demand, prosecution notices and penalty
notices
! Any material default in financial obligations to and by the Company, or
substantial nonpayment for services rendered by the Company
! Details of any joint venture or collaboration agreement
! Transactions that involve substantial payment towards goodwill, brand
equity or intellectual property
! Significant developments in human resources/employee relations front
! Sale of material nature of investments, subsidiaries, assets, which is not in
the normal course of business
! Quarterly details of foreign exchange exposures and the steps taken by
Management to limit the risks of adverse exchange rate movement, if
material.
! Non compliance of any regulatory, statutory nature or listing requirements
and shareholders service such as non-payment of dividend, delay in share
transfer, etc.
! Other materially important information.
The Board periodically reviews compliance reports of all laws applicable to the
Company, prepared by the Company as well as steps taken by the Company to
rectify instances of non compliances.
The Company has a robust system in place for monitoring of various statutory and
procedural compliances. The Board periodically reviews the status of Statutory,
Policy & Procedural compliances to ensure proper compliance of all laws
applicable to the company.
Your Company has adopted a Code of Conduct for all the employees
including the Board Members and Senior Management Personnel of the
Company in accordance with the requirement under Clause 49(I)(D) of the
Listing Agreement. The Code of Conduct has been posted on the website of
the Company. All the Board Members and the Senior Management
Personnel have affirmed their compliance with the said Code of Conduct for
the financial year ended 31st March, 2014. A copy of the Code has been
placed on the website of the Company i.e. . The
Declaration to that effect has been signed by Mr. Laxman Singh Satyapal,
Managing Director of the company.
All the members of the Board and Senior Management have affirmed
compliance with the Company's Code of Conduct and Ethics' for the financial
year ended March 31, 2014.
Sd/-
(Laxman Singh Satyapal)
b) Code for Prevention of Insider Trading
In pursuance of Securities and Exchange Board of India (Insider Trading)
Regulations, 1992 as amended from time to time, PHL's Code of Conduct for
Prevention of Insider Trading covers all the Directors, senior management
personnel, persons forming part of promoter(s)/ promoter group(s) and
such other designated employees of the Company, who are expected to have
access to unpublished price sensitive information relating to the Company.
The Directors, their relatives, senior management personnel, persons
forming part of promoter(s)/ promoter group(s), designated employees etc.
are restricted in purchasing, selling and dealing in the shares of the
Company while in possession of unpublished price sensitive information
about the Company as well as during certain periods known as “Quiet
Period”. All the Directors, senior management personnel, persons forming
part of promoter(s)/ promoter group(s) and other designated employees of
the Company are restricted from entering into opposite transaction, i.e., buy
or sell any number of shares during the next six months following the prior
transaction and also are restricted from taking any position in derivative
transactions in the shares of the Company at any time.
The Board functions either as a full Board or through various committees
constituted to oversee specific operational areas. The Board of Directors and its
committees meet at regular intervals.
All decisions pertaining to the constitution of Board Committees, appointment(s)
of members and fixation of terms of reference of the committees is taken by the
Board of Directors.
To rationalise all employees' related issues, while adhering to the requirements of
the Companies Act, 2013 / Clause 49 of the Listing Agreement, Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999, as amended from time to time, the Board of
the Company has constituted 'Nomination and Remuneration Committee'. The
term of reference of the 'Remuneration Committee' was conferred on the
'Nomination and Remuneration Committee'; consequently, the Remuneration
Committee was dissolved.
During the year under review, the committee met Four times, i.e. May 28th, 2013,
August 09th, 2013, November 11th, 2013 and February 11th, 2014. The details of
the attendance of Directors at Remuneration Committee meeting during the
financial year are as under:
COMMITTEES OF THE BOARD OF DIRECTORS
NOMINATION AND REMUNERATION COMMITTEE :
4
4
composition of Shareholders/ Investors Grievance Committee of the Board of
Directors is as under:
During the Financial Year 2013-14, four Meetings of Shareholders/Investors
Grievance Committee were held on April 23, 2013, August 9, 2013, November 11,
2013 and February 10, 2014 to review the Grievance procedures and status of
pending Shareholders/ Investors grievances. The maximum gap between the two
Meetings should not be more than 4 months as per statutory requirement.
Meetings attended by individual member during the year 2013-14 are detailed
below:-
The quorum of meeting of the Shareholders/Investors Grievance Committee is
three members including the Chairman of the Committee.
Ms. Shweta Gupta, Company Secretary is the Convener of the Meetings of the
Shareholders/Investors Grievance Committee and is the Compliance Officer of the
Company in terms of Clause 47(a) of the Listing Agreement. Further, Registrar &
Share Transfer Agents (R&TAs) appointed by the Company are standing invitees
at the Meetings of Shareholders/Investors Grievance Committee.
(ii) Status of Shareholders/Investors Grievances
As per SEBI Circular No. CIR/OIAE/2/2011 dated June 3, 2011 all complaints
pertaining to listed companies are being forwarded electronically through
SCORES. The Company has implemented SCORES (System) SEBI Complaints
Redress on December 29, 2012. The Company has not received any Shareholders/
Investors Grievances for the period from 29.12.2012 to 31.03.2014. Further, as
per Annexure 1C of the listing Agreement with Stock Exchanges brief information
is provided below:
A detailed report on the Management Discussion and Analysis is provided as a
separate section in the Annual Report.
The Company does not have any “Subsidiary Company” under Section 2(87) of the
Companies Act, 2013. Further, Clause 49 of the Listing Agreement defines a
“material non-listed Indian subsidiary “as an unlisted subsidiary, incorporated in
India, whose turnover or net worth (i.e. paid up capital and free reserves) exceeds
20% of the consolidated turnover or net worth respectively, of the listed holding
MANAGEMENT DISCUSSION AND ANALYSIS
SUBSIDIARY COMPANIES
The minutes of the Meeting of Remuneration Committee forms part of the
documents placed before the Meetings of the Board.
The Company's remuneration policy is based on the fundamental rule of
rewarding performances as against earmarked objectives. The policy aims at
attracting and retaining high caliber talent and ensures equity, fairness and
consistency in rewarding the employees.
The annual variable pay of senior managers is linked to the Company's
performance in general and the performance of their functions/business units
for the relevant year is measured against specific major performance areas which
are closely aligned to the Company's objectives.
(I) The current composition of Audit Committee of the Board of Directors is as
under:
(ii) The terms of reference of the Audit Committee are as under:
a) to comply with the requirements in accordance with Section 177 of
the Companies Act, 2013;
b) to comply with the requirements relating to Audit Committee as
envisaged in Clause 49 of the Listing Agreement;
c) to comply with any other applicable provisions relating to the Audit
Committee.
During the Financial Year 2013-14, Meetings of the Audit Committee were held on
May 28, 2013, August 09, 2013, November 11, 2013, and February 11, 2014. The
maximum gaps between the two Meetings should not be more than 4 months as
per statutory requirement. Meetings attended by individual member during the
year 2013-14 are detailed below:-
The representatives of the statutory auditors are regularly invited by the Audit
Committee to its meetings.
Ms. Shweta Gupta, Company Secretary of PHL, is the Secretary to the Committee.
All members of the Audit Committee have Accounting and Financial Management
expertise. Mr. Uttam Kumar Srivastava, Chairman of the Audit Committee, was
present at the Company's previous Annual General Meeting (AGM) held on
September 30, 2013 to answer shareholder queries.
The Shareholders/Investors Grievance Committee was constituted by the Board
of Directors in its Meeting held on July 29, 2002.This Committee specifically looks
into the Redressal of Shareholders and Investors complaints like transfer of shares,
non-receipt of Balance Sheet and declared dividend etc. The Committee is chaired
by Mr. Uttam Kumar Srivastava. As on March 31, 2014, the Investors' Grievance
Committee consists of two Directors, all of whom are Independent. The current
REMUNERATION POLICY:
AUDIT COMMITTEE
Name and designation of compliance officer
Number of shareholders' complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr. Uttam Kumar Srivastava
REPORT OF CORPORATE GOVERNANCE
3) The Company has not adopted any separate “Whistle Blower policy”.
4) The Company has fully complied with all the mandatory requirements
prescribed under Clause 49 of the Listing Agreement and has adopted all
suggested items to be included in the Report on Corporate Governance.
5) The company has laid down the procedures to inform the Board about the
risk assessment and minimization. The Board of Directors of the company
periodically reviews these procedures to ensure that integrated risks are
managed through a properly defined framework.
6) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement for
the Financial Year 2013-14 have been prepared as per the Accounting
Standards referred to in Sub-section (3C) of Section 211 of the Companies
Act, 1956.
7) There is no inter-se relationship between Directors of the Company, as per
declarations received.
8) The Company has adopted “Vigil Mechanism policy” as per Section 177 of
the Companies Act, 2013.
The company recognizes communication as a key element of the overall
Corporate Governance framework and therefore emphasizes continuous,
efficient and relevant communication to all external constituencies.
As per the newly inserted Clause 54 of the Listing Agreement, the Company has
maintained functional website containing basic
information about the Company e.g. details of its business, financial information,
shareholding pattern, compliance with Corporate Governance, contact
information of the designated officials of the Company who are responsible for
assisting and handling investor grievances, etc. and the same are updated at any
given point of time.
As per Clause 52 of the Listing Agreement, information about the financial results,
shareholding pattern and other specified details are now electronically filed
through the Corporate Filing and Dissemination System (CFDS). Investors can
view this information by visiting the website . Quarterly/
Annual financial results are published in one English and Hindi Newspapers in
Financial Express and Hari Bhoomi respectively.
In terms of Clause 49 of the Listing Agreement, The Managing Director and CFO
certification of the financial statements for the year is enclosed at the end of this
Report.
The Company is fully complied with the applicable mandatory requirements of the
Clause 49 of the Listing Agreement and has adopted all suggested terms to be
included in the Report on Corporate Governance.
I. The Board:
a. The Company is headed by an Executive Chairman; and
b. All Independent Directors have adequate qualifications, expertise and
experience which enable them to contribute effectively to the
management of the Company.
II. Shareholders Rights: The quarterly financial results of the Company are
published in leading newspapers as mentioned under the heading 'Means of
Communication' of the Report on Corporate Governance and also posted on
the website of the Company. These results are not separately circulated to
the shareholders.
adopted by the Company.
V. Whistle Blower Policy: Not yet adopted by the Company.
MEANS OF COMMUNICATION
company and its subsidiaries in the immediately preceding accounting year.
Under this definition, the Company does not have a 'material non-listed Indian
subsidiary'.
The last three Annual General Meetings of the Company were held at Registered
Office of the Company as per details given below:
No Resolution was passed through Postal Ballot in the Financial Year 2013-14.
Also, none of the business in the ensuing Annual General Meeting requires a
Special Resolution to be passed through Postal Ballot.
As a responsible Corporate Citizen, your Company has actively supported the
implementation of 'Green Initiative' circulars issued by Ministry of Corporate
Affairs (MCA) and effected electronic delivery of Notice of Annual General Meeting
(AGM) and Annual Report for the year ended March 31, 2014 to those
shareholders whose email ids were already registered with the respective
Depository Participants (DPs) and downloaded from the depositories viz.
NSDL/CDSL and who have not opted for receiving Annual Report in physical
form, as done in previous year.
Shareholders are requested to support the initiative
of your Company by registering/ updating emails addresses for receiving
electronic communications
Pursuant to clause 49 of Listing Agreement and as per applicable provisions of
section 177 of the Companies Act, 2013 requires every listed company shall
establish a Whistle Blower policy / Vigil Mechanism for the directors and
employees to report genuine concerns or grievances about unethical behaviour,
actual or suspected fraud or violation of the company's Code of Conduct or Ethics
Policy. The Company has adopted a Code of Conduct for Directors and Senior
Management Executives (“the Code”), which lays down the principles and
standards that should govern the actions of the Company and its employees. Any
actual or potential violation of the Code, howsoever insignificant or perceived as
such, would be a matter of serious concern for the Company. Such a vigil
mechanism shall provide for adequate safeguards against victimization of
directors and employees who avail of such mechanism and also make provisions
for direct access to the Chairperson of Audit Committee in exceptional cases.
1) The company has not entered into any transaction of material nature with
its promoters, the directors or the management, their relatives or its
subsidiaries, that may have any potential conflict with the interest of the
Company.
2) The company has complied with all the requirements of the listing
agreement with the stock exchanges as well as regulations and guidelines
issued by SEBI. Hence neither any penalty nor any stricture has been
imposed by SEBI, Stock Exchanges or any other statutory authority on any
matter related to capital market during the last three year.
GENERAL BODY MEETINGS
"THINK GREEN, GO GREEN"
BSE Limited (BSE) Telephone: (022) 22721233/4 535658
Phiroze Jeejeebhoy Towers Fax: (022) 22721919
Dalal Street, E-mail ID:
Mumbai - 400 001. Website:
Delhi Stock Exchange Limited (DSE) Phone No: +91-11-4647 0000 16063
DSE House, 3/1, Asaf Ali Road, Fax: +91-11-46470053 & 4647 0054
New Delhi-110002 Email:
Venue : SHALIMAR BAGH CLUB, PLOT NO.-9, B-BLOCK, COMMUNITY CENTRE,
CLUB ROAD, SHALIMAR BAGH, DELHI-110088
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2013-14
FINANCIAL CALENDAR
BOOK CLOSURE
DIVIDEND PAYMENT
STOCK PRICE DATA:
Financial Calendar for the Financial Year 2013-14 vis-a-vis Financial Year 2014-15
The Register of Members and Share Transfer Books of the Company will remain
closed from September 19, 2014 to September 20, 2014 inclusive of both days.
No dividend is recommended for payment.
PHLs Shares are listed on the following Stock Exchanges:-
ISIN is a unique identification number of traded scrip. This number has to be
quoted in each transaction relating to the dematerialized securities of the
Company. ISIN of Equity Shares of the Company is INE260M01017
The monthly high and low prices and volumes of your Company's shares at BSE
and DSE, for the year ended 31st March, 2014 are given as follows:
• Market Price Data for the year 2013-2014
BOMBAY STOCK EXCHANGE
DELHI STOCK EXCHANGE
Particulars Financial Year 2013-14 Financial Year 2014-15
Accounting period April 1, 2013 to March 31, 2014. April 1, 2014 to March 31, 2015
Announcement of 1st Quarter 9th August, 2013 First three Announcement
Financial Results Quarters within 45 days
2nd Quarter 11th November, 2013 from the end
of each quarter
& Annual within 60 days
Results Financial Year.
Meeting
APRIL'13
MAY'13
JUNE'13
JULY'13
AUG'13
SEP'13
OCT'13
NOV'13
DEC'13
JAN'14
FEB'14
MAR'14
MONTH OPEN (Rs.) HIGH (Rs.) LOW (Rs.) CLOSE (Rs.) VOLUME
MONTH
APRIL'13
MAY'13
JUNE'13
JULY'13
AUG'13
SEP'13
OCT'13
NOV'13
DEC'13
JAN'14
FEB'14
MAR'14
NSDL
CDSL
PHYSICAL
TOTAL
SHARE TRANSFER SYSTEM
Beetal House, 3rd Floor, 99 Madangir,
Behind Local Shopping Centre,
Near Dada Harsukhdas Mandir,
New Delhi 110 062
E-mail:
Website:
The PHL's shares which are in compulsory dematerialised (demat) list are
transferable through the depository system. The shares under physical segment
are transferred through Beetal Financial & Computer Services (P) Ltd. Beetal
receives the shares to be transferred along with the transfer deed from transferee,
verifies it, prepares the Memorandum of transfer etc.
Pursuant to Clause 49 of the Listing Agreement, Investors' Grievance (Share)
Committee has also been constituted to consider and approve requests received
from shareholders for splitting/consolidation transfer of physical shares.
Further pursuant to Clause 47(c) of the Listing Agreement with the Stock
Exchanges, Certificate on half yearly basis confirming due compliance of share
transfer formalities by the Company from Practicing Company Secretary have
been submitted to Stock Exchanges within stipulated time.
• Shareholding pattern as on March 31, 2014.
beetalrta@gmail.com
www.beetalfinancial.com
DEMATERIALIZATION OF SHARES AND LIQUIDITY
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31, 2014
The shares of the Company are in compulsory dematerialized segment and
available for trading system of both National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL).
The Reconciliation of Share Capital Audit Report of every quarter of the Financial
Year 2013-14, confirms that the total issued / paid up share capital is in
agreement with the total number of shares in physical form and the total number
of dematerialized shares held with NSDL and CDSL. These reports were submitted
to the Stock Exchanges within the stipulated time.
The Company has paid Annual Listing Fee for the Financial Year 2014-15 to the
respective Exchange.
The Company has paid Annual Custodial Fee for the Financial Year 2014-15 to
NSDL and CDSL.
ADDRESS FOR CORRESPONDENCE
Pawansut Holdings Limited,
415, Usha Kiran Building, Commercial Complex, Azadpur, Delhi- 110 033, India.
Ms. Shweta Gupta (Company Secretary)
Tel: +91-11-43619333 Fax: +91-11-45689333
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
info@pawansutholdings.com
NUMBER
OF
SHARES
Non Resident Indians
NSDL
CDSL
PHYSICAL
37%
62%
1%
REPORT OF CORPORATE GOVERNANCE
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY To the Board of Directors of Pawansut Holding Limited
We, Laxman Singh Satyapal, Managing Director and Vinit Kumar Sharma, CFO, of Pawansut Holdings Limited (the Company), hereby certify to the Board that:
a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:
i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
ii. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and
regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by PHL during the year which are fraudulent, illegal or violative of the Company's Code of
Conduct.
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee:
i. Significant changes in internal control over financial reporting during the year;
ii. Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements; and
iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in
the Company's internal control system.
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct, if any).
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year.
Sd/- Sd/-
Date: 05.09.2014 (Managing Director) (Chief Financial Officer)
Din No: 00007258
To the Members of Pawansut Holding Limited
To,
Pawansut Holdings Limited,
We have examined the compliance of conditions of corporate governance by PAWANSUT HOLDINGS LIMITED (“the Company”) for
the year ended on March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited to procedures
and implementation thereof, adopted by the Company for ensuring compliance of the conditions of corporate governance. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of corporate governance as stipulated in the abovementioned Listing Agreement.
We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by
the Shareholder/Investors Grievance Committee
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
FOR AMIT R. GUPTA & ASSOCIATES
Chartered Accountants
We have audited the accompanying Financial Statements of Pawansut Holdings
Limited (“the Company”), which comprises the Balance Sheet as at 31st March
2014, and the Statement of Profit and Loss for the year then ended, and a summary
of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that
give a true and fair view of the financial position and financial performance of the
Company in accordance with the Accounting Standards referred to in sub-section
3(C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General
Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs
in respect of Section 133 of the Companies Act, 2013. This responsibility includes
the design, implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatements, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of India. Those Standards require
that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the
auditors' judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal control relevant to the
Company's preparation and fair presentation of the financial statements in order
to design audit procedure that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal
control . An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made by
management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information required by
the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the Company
as at March 31, 2014
b) In the case of the Statement of Profit & Loss, of the profit for the year
ended on that date;
c) In the case of Cash Flow Statement, of the Cash Flows of the Company
for the year ended on that date;
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2003 (“The Order”)
issued by the Central Government of India in terms of sub-section (4A) of
section 227 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of
our audit.
b. In our opinion proper books of accounts as required by law have been
kept by the Company so far as appears from our examinations of
those books.
c. The Balance Sheet, The Statement of Profit & Loss and cash flow
statement dealt with by this Report are in agreement with the books of
account
d. In our opinion, the Balance Sheet and Statement of Profit & Loss
comply with the Accounting Standards referred to in the sub section
(3C) of section 211 of Companies Act 1956.
e. On the basis of written representations received from the directors as
on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on march 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section 274 of the
Companies Act, 1956;
Chartered Accountants
INDEPENDENT AUDITOR'S REPORT
Delhi.
We have audited the attached Balance Sheet of Pawansut Holdings Ltd. As at 31.03.2014 and Profit & Loss Account for the
year ended 31.03.2014, annexed hereto and report that:-
1. The Company has obtained the Certificate of Registration from the Reserve Bank of India, under section 45-IA of R.B.I
Act, 1934.
2. The Board of Directors has passed a resolution for the non-acceptance of any public deposits.
3. The company has not accepted any public deposits during the relevant year.
4. The company has complied with the prudential norms relating to income recognition accounting standards, assets
classification and provisioning for bad & Doubtful debts as applicable to it.
FOR AMIT R GUPTA & ASSOCIATES
Chartered Accountants
(i) In respect of its Fixed Assets:
a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;
b. As explained to us, the fixed assets have been physically verified by the management during the year in phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.
c. During the year, substantial part of fixed assets have not been disposed off by the company. During the year 2 cars have been sold and 1 car was purchased during the year. Both the cars were sold on cost which in our opinion prejudicial to the interest of the company. The only car purchased has been bought from Director of the company and is related party transaction.
(ii) In respect of it's inventories:
a) The inventory has been physically verified by the management during the year.
b) In our opinion the procedure of physical verification of Inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.
c) On the basis of our examination of the inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records.
(iii) In respect of loans, secured or unsecured granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the companies Act, 1956:
a. The Company has granted number of loans to various parties on interest free basis. Because of this the company is loosing on revenue which could have increased earning for shareholders. But as mentioned by the management that these loans are
b. The Company has also given loans and advances to related parties on interest free basis.
c. The company has taken unsecured loan from two parties i.e Emerald Financial Consultants Private Limited and Inspire to Aspire Business Solutions Private Limited. The closing balance in case of Emerald Financial Consultants Private Limited is Rs. 69,58,000/- and in case of Inspire to Aspire Business Solutions Private Limited the closing balance is Rs. 40,00,000. As the loan taken is interest free hence no question of prejudicial to the interest of the company arises. The said loan is repayable on demand.
(iv) In our opinion and according to the information and explanations given to us, the company has adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. No continuing failure to correct major weaknesses in internal control system noticed during the year.
(v) In respect of transactions covered under section 301 of the companies Act, 1956:
a. In our opinion and according to the information and explanations given to us the transactions that need to be entered into a register maintained under section 301 of the companies Act, 1956 have been so entered.
b. With regard to the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Act. We are unable to comment on the reasonability of the transaction as comparative market prices at the relevant time are not available with the company.
(vi) As per the explanation given by the management, and the records maintained, the company has not accepted any deposits under the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, do not apply.
(vii) In our opinion the company has an internal audit system commensurate with the size and nature of its business.
(viii) To the best of our knowledge and according to the information given to us the Central Government has not prescribed the maintenance of cost records under section 209-(I) (d) of the companies Act, 1956 for the company.
ANNEXURE TO AUDITORS' REPORT (Referred to in Paragraph 3 of our Report of even date on the accounts of Pawansut Holdings Limited, for the year ended on 31st March, 2014)
(ix) In respect of statutory dues.
(a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the Provident Funds Act and Employees State Insurance Act is not applicable to the company, undisputed statutory dues in respect of income tax, investor education and protection fund, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India. There are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.
(b) As at 31st March, 2014, as per the explanations given to us by the management, there are no dues of sales tax, income tax, custom duty, service tax, wealth tax, excise duty and cess which as not been deposited on account of any dispute .
(x) The company has neither accumulated losses as at 31st March 2014, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year.
(xi) The company has not defaulted in repayment of dues to a financial institutions or banks or debenture holders.
(xii) According to the information and explanations given to us and based on the documents and records produced