To,
The Members
Your Directors are pleased to present the 52nd Annual Report
of the Company together with the Audited Statements of Accounts and
Auditors' Report for the year ended 31st March, 2025.
FINANCIAL RESULTS:
(Amount in Lakh.)
Particulars |
F.Y. 2024- 2025 |
F.Y. 2023- 2024 |
F.Y. 2024- 2025 |
F.Y. 2023- 2024 |
|
Standalone |
Consolidated |
| Income from operations |
1,436.45 |
1,265. 54 |
1,446.26 |
1,272.89 |
| Other Income |
30.06 |
504.68 |
30.06 |
504.68 |
Total Income |
1,466.51 |
1,770.22 |
1,476.32 |
1,777.57 |
Total Expense |
1,292.16 |
3,342.31 |
1,314.80 |
3,363.45 |
Profit/(Loss) before Tax
and Exceptional items Exceptional Items |
174.35 |
(1,572. 09) |
161.522 |
-1,585.89 |
Profit/Loss from ordinary
activities before Tax |
174.35 |
(1,572. 09) |
161.52 |
-1,585.89 |
| Current Tax |
97.3 |
79.97 |
97.3 |
79.97 |
| Tax adjustments of earlier years |
9.39 |
-6.96 |
9.39 |
11.3 |
| Deferred Tax |
-3.4 |
11.3 |
-3.4 |
-6.96 |
Net profit/ (Loss) |
71.07 |
-1,656.39 |
58.24 |
-1,670.19 |
Other Comprehensive Income for
the year |
-1,784.35 |
-121.12 |
-1,784.35 |
-121.12 |
Total Comprehensive Income/Loss |
-1,713.28 |
-1777.51 |
-1,726.11 |
-1791.31 |
Earnings per share |
|
|
|
|
Basic |
0.02 |
-0.38 |
0.01 |
-0.38 |
Diluted |
0.02 |
-0.38 |
0.01 |
-0.38 |
PERFORMANCE HIGHLIGHTS: STANDALONE
The Company operates in three segments, i.e. Trading in commodities,
Finance and activities in Sports and Entertainment. During the Financial Year 2024-25, the
Company has recorded Standalone total revenue Rs. 1,466.51/- lakh during the year as
compared to revenue of Rs. 1770.22/- lakhs in the last year. The Company has earned net
profit of Rs. 71.07/- Lakh during the year as compared to loss of Rs. 1656.39/- lakh in
the last year.
CONSOLIDATED
The Company has recorded Consolidated total revenue of Rs. 1,476.32/-
during the year as compared to revenue of Rs. 1,777.57/- lakhs. The company has loss due
to Loss on Disposal of Subsidiary. The Company has earned net profit of Rs. 58.24/- lakh
during the year as compared to loss of Rs. 1,670.19/- lakh in the last year.
DIVIDEND:
With a view to conserve financial resources of the Company, your
Directors do not recommend any dividend on equity shares for the year ended 31st March,
2025.
DEPOSITS:
The company has not accepted any public deposits during the year under
review.
AMOUNTS TO BE TRANSFERRED TO RESERVES:
In the current (previous) year, no amount was transferred to General
Reserve of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under section 134(3) (c) of the companies
Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby
confirmed: a) In the preparation of the annual accounts for the financial year ended 31st
March, 2025 the applicable accounting standards have been followed. b) Accounting policies
selected were applied consistently. Reasonable and prudent judgments and estimates were
made so as to give a true and fair view of the State of affairs of the corporation as at
the end of 31st March, 2025 and of the profit of the Company for the year ended
on that date. c) Proper and sufficient care to the best of their knowledge and ability for
the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities. d) The Annual Accounts of the Company have been
prepared on the on-going concern basis. e) That they have laid down internal financial
controls commensurate with the size of the Company and that such financial controls were
adequate and were operating effectively. f) That system to ensure compliance with the
provisions of all applicable laws was in place and was adequate and operating effectively.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, Mr. Alkesh Patidar was appointed as
independent Director of the Company w.e.f. 27th September, 2024.
Mr. Anuj Surana resigned as Independent Director of the Company with
effect from 07th August, 2024
Pursuant to Section 152 of the Companies Act, 2013 Ms. Priyanka Ramesh
Shetye, retires by rotation at the ensuing Annual General Meeting and being eligible
offers herself for re-appointment. Your Board has recommended her re- appointment.
As required under Regulation 36(3) of the listing Regulations with the
stock exchanges, the information on the particulars of Directors proposed for
appointment/re appointment/change in designation has been given in the notice of annual
general meeting.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Directors have confirmed and declared that they are not
disqualified to act as an Independent Director in compliance with the provisions of
Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the
Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and
as specified under Regulation 16(1)(b) of the Listing Regulations in respect of their
position as an "Independent Directors.
SHARE CAPITAL
During the year under review, subsequently on considering the above
increase in Share Capital, the Equity Share Capital of the Company as on 31st March, 2025
is as below: -
Authorized Share Capital of Rs. 44,25,00,000/- (Rupees Forty-Four
Crores Twenty-Five Lakhs) divided into 44,25,00,000 (Forty Four Crores Twenty-Five Lakhs)
Equity Shares of Rs. 1/- (Rupees One) each, comprising of
Issued and Subscribed Share Capital is Rs. 44,07,49,490/- divided into
44,07,49,490 Equity Shares of Rs. 1/- each,
Paid up share capital is Rs. 43,99,24,442.5 /- divided into Rs.
43,99,24,442.5 Equity Shares of Rs. 1/- each.
EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:
Pursuant to the provisions of the Act and Schedule V of SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015, the Nomination and
Remuneration Committee of the Board carried out the annual evaluation of the performance
of the Board as a whole, the Directors individually as well as of various Committees of
the Board. The Board's functioning was evaluated on various aspects, including inter
alia degree of fulfillment of key responsibilities, Board Structure and Composition,
effectiveness of Board process, information and functioning.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and non-independent
Directors was also carried out by the Independent Directors at their separate meeting held
on 31st January 2025. The Directors expressed their satisfaction with the
evaluation process, quality, quantity and timeliness of flow of information between the
Company's Management and the Board.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Nomination and Remuneration Committee is entrusted with the
responsibility of identifying and ascertaining the integrity, qualification, expertise and
experience of the person for appointment as Director, KMP or at Senior Management level
and recommending their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line
with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia
provides that a person should possess adequate qualification, expertise and experience for
the position he / she is considered for appointment. The Committee has discretion to
decide whether qualification, expertise and experience possessed by a person is sufficient
/ satisfactory for the concerned position. The policy is available on the website of the
company viz www.prismxglobal.com
STATUTORY AUDITORS:
The Board of Directors in their Meeting held on 06th September,
2023 approved and appointed M/s. Bansal Gourav & Associates, Chartered Accountant, who
has submitted their consent and eligibility certificate under Section 139 and sec 141 of
the Companies Act, 2013 has been proposed to be appointed in the shareholders Meeting held
on 29th September, 2023 and to hold the office for a period of 5 consecutive years from
the conclusion of 52nd Annual General Meeting till the Conclusion of 56th
Annual General Meeting of the Company. However, M/s. Bansal Gourav & Associates.,
Chartered Accountants, the Statutory Auditor of the Company has resigned before the
completion of their term w.e.f. 19th August, 2025, the Board of Directors in their meeting
held on 26th August, 2025, proposed the name of M/s. Pravin Chandak &
Associates. LLP to be appointed as the new Auditors of the Company, which is subject to
the approval of the members in the upcoming Annual General Meeting.
AUDITORS REPORT:
No Observations made in the Auditors' Report and therefore do not
call for any further comments under Section 134(1) of the Companies Act, 2013.
INTERNAL AUDITOR:
The Board had appointed Mr. Ronak Ashok Surani, as the Internal Auditor
of the Company, for F.Y. 2024-25. He reported directly to the Audit Committee, to whom he
submitted quarterly internal audit reports. The Audit Committee reviewed these reports and
recommended necessary actions, as required.
Based upon recommendation of Audit committee, Board has re-appointed
Mr. Ronak Ashok Surani as Internal Auditor of the Company for further period of 2
financial year i.e. up to FY 2025-26.
SECRETARIAL AUDIT:
M/s HRU & Associates, Practicing Company Secretary has been
appointed, pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to conduct
the Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report as
received from Mr. Hemanshu Upadhyay is appended to this Report as
Annexure I.
There are no qualifications, reservations or adverse remarks made by
Secretarial Auditors in their report for the financial year ended March 31, 2025.
EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of section 92 read with section
134(3) (a) of the Companies Act, 2013, the Annual Return for financial year 2024-25 is
available at http://prismxglobal.com/.
CERTIFICATE ON NON-DISQUALIFICATION OF DIRECTORS
Company have taken Certificate from Practicing Company Secretary that
none of the Directors on the Board of the Company are disqualified as on 31st March, 2025
in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations,2015 annexed as Annexure IV.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2024-2025, there are no materially
significant related party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of
the company at large.
The policy on Related Party transaction has been devised by your
Company for determining the materiality of transaction with Related Parties and dealing
with them AOC-2 is attached as Annexure II.
SUBSIDIARIES/HOLDING/JOINT VENTURE/ASSOCIATE:
During the review period Tmart Platform Private Limited is
wholly owned Subsidiary Company of the Company.
A separate statement containing the salient features of financial
statements of Subsidiary Company of your Company forms part of Annual Report in the
prescribed Form AOC-1 as Annexure III in compliance with Section 129 and other
applicable provisions, if any, of the Companies Act, 2013.
The Financial Statements of the Subsidiary company and related
information are available for inspection by the Members at the Registered Office of the
Company during the business hours on all days except Saturdays, Sundays and public
holidays up to the date of the Annual General Meeting (AGM) as required under Section 136
of the Companies Act, 2013. Further in line with the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 and in accordance with IND AS 110,
Consolidated Financial Statement prepared by the Company includes financial information of
its Subsidiary Company.
The Company will provide a copy of Annual Report and other documents of
its subsidiary companies on the request made by any Member, investor of the Company/
Subsidiary Companies. The Financial Statements of the Subsidiary Companies have been kept
for inspection by any Member at the Registered Office of the Company. The statements are
also available on the website of the Company www.prismxglobal.com
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and the relevant
rules, the Company is not required to spend any amount towards CSR Expenditure as none of
the thresholds limits as specified in Section 135 is crossed.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are provided in the Annual Report. The
disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, have annexed as Annexure V.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS:
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under regulation 34 and Schedule V of
SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 form part of the
Annual Report, have been appended to this Report as Annexure VI and Annexure VII respectively.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss. The intervening gap
between the two consecutive meetings did not exceed 120 days as prescribed under the
Companies Act, 2013.
The details of the number of meetings of the Board held during the
Financial Year 2024-2025 forms part of the Corporate Governance Report
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OF
CONDUCT:
For details, kindly refer the Annexure VIII in this Report.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the Company occurred during Financial Year 2024-2025, till the date of this report.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the Risk Management and Internal Control framework in
place commensurate with the size of the Company. However Company is trying to strengthen
the same. The details of the risks faced by the Company and the mitigation thereof are
discussed in detail in the Management Discussion and Analysis Report that forms part of
the Annual Report.
FOREIGN EXCHANGE:
The Company does not have any Foreign exchange earnings/expenses during
the year under review and therefore the information in respect of Foreign Exchange
Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is not provided.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of
Loans taken from Banks and Financial Institutions.
CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Financial Officer Certification as required under Schedule IV
of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Chief
Executive Officer Declaration about the Code of Conduct is Annexed to this Report as Annexure
‘IX'.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only
and the Company has paid the necessary Listing fees for the year 2024-2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of investments covered under section 186 of the Companies Act,
2013 will be produced for verification to the members at the Registered Office of the
company on their request.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company is not required to give information relating to
conservation of energy and technology absorption as the Company is not engaged in any
activities referred to in Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company is committed to the high standards of Corporate Governance
and stakeholder responsibility. The Company has established a vigil mechanism to be known
as the ‘Whistle Blower Policy' for its Directors and employees, to report
instances of unethical behavior, actual or suspected, fraud or violation of the
Company's Code of Conduct.
The aim of the policy is to provide adequate safeguards against
victimization of whistle blower who avails of the mechanism and also provide direct access
to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ‘Whistle Blower Policy' has been formulated with
a view to provide a mechanism for the Directors and employees of the Company to approach
the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing to raise a concern
about serious irregularities within the Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has put in place adequate internal financial controls with
reference to the Financial Statements commensurate with the size of the Company. The Board
has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the company's policies, the safeguarding of its
assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
The Audit Committee regularly reviews the internal control system to
ensure that it remains effective and aligned with the business requirements. In case
weaknesses are identified as a result of the reviews, new procedures are put in place to
strengthen controls.
Further, the Board annually reviews the effectiveness of the
Company's internal control system. The Directors and Management confirm that the
Internal Financial Controls (IFC) are adequate with respect to the operations of the
Company.
A report of the Auditors pursuant to Section 143(3) (i) of the
Companies Act, 2013 certifying the adequacy Internal Financial Controls is annexed with
the Auditors' Report
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE:
No such order passed during the Financial Year 2024-2025.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Your company has organized a familiarization programme for the
independent directors as per the requirement of the Companies Act, 2013 along with the
requirements of SEBI(LODR), Regulations 2015.
POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading insecurities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for implementation of the Code. All Board Directors and
the designated employees have confirmed compliance with the Code.
The Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of The Sexual Harassment of Women at the workplace (Prevention,
Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been
setup to redress complaints received on sexual harassment. All employees (Permanent,
contractual, temporary, trainees) are covered under this policy.
Your Directors state that during the year under review, there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:
The Board has framed a policy which lays down a framework in relation
to orderly succession of Directors senior Management based on recommendation made by
Nomination and Remuneration Committee.
The key features of the policy are as follows:
Criteria for appointment and removal of Director, key managerial
personnel and senior management.
Criteria for performance evaluation.
Criteria for fixing the remuneration of Director, key managerial
personnel and senior management.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The ministry of corporate Affairs (vide circular nos.17/2011 and
18/2011 dated April 21 and April 29, 2011 respectively), has undertaken‘ Green
initiative in corporate Governance' and allowed companies to share documents with its
shareholders through an electronic mode. Members are requested to support their green
initiative by registering/updating their email addresses, in respect of shares held in
dematerialized form with their respective depository participants and in respect of shares
held in physical form with RTA of Company.
INVESTOR RELATIONS:
Your company always endeavors to keep the time of response to
shareholders request/grievance at the minimum. Priority is accorded to address all the
issues raised by shareholders and provide them a satisfactory reply at the earliest
possible time. The Stakeholder
Relationship Committee of the board meets periodically and reviews the
status of the Shareholders' Grievances.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the Company's
executives, staff and workers.
For & on behalf of Board of Directors For Prismx Global Ventures
Limited
Sd/- |
Sd/- |
Ravindra Bhaskar Deshmukh |
Priyanka Ramesh Shetye |
(Executive Director and CEO) |
(Non Executive Director) |
DIN: 00290973 |
DIN: 09719611 |
Place: Mumbai |
|
Date: 26/08 /2025 |
|
|