To,
The Shareholders,
PMC FINCORP LIMITED
Your directors have pleasure in presenting the 39th Annual Report of
PMC Fincorp Limited ("your Company/the Company") together with the Audited
financial statements of the year ended March 31, 2024. The Company is registered with the
Reserve Bank of India ("RBI") as a Non-Systemically Important Non-Banking
Financial Company ("NBFC") not accepting public deposits (NBFC-ND-NSI).
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
In compliance with the applicable provisions of the Companies Act,
2013, ("the Act"), the Securities and Exchange Board of India ("SEBI")
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this Board's Report is prepared based on the standalone financial
statements of the Company for the year under review.
The highlights of Financial Results on Standalone basis for the
Financial Year ended on March 31,2024 are as follows: (fin lakhs)
| PARTICULARS |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
| Revenue from Operations |
1566.34 |
849.73 |
| Net Profit Before Tax |
1258.83 |
(636.39) |
| Provision for Tax |
124.14 |
(0.08) |
| Net Profit After Tax |
1134.68 |
(636.31) |
| Other Comprehensive Income for the year |
44.30 |
8.50 |
| Total Comprehensive Income |
1178.98 |
(627.81) |
| Book Value ( 1/- per share) |
2.16 |
1.94 |
| EPS ( 1/- per share) |
0.21 |
-0.12 |
Note: The above figures are extracted from the Standalone Annual
financial statements of the Company as per Indian Accounting Standards (Ind AS).
OPERATIONS REVIEW- STANDALONE
Your Company has earned Income from Operation and Profit before Tax
aggregated to 1566.34 Lacs and 1258.83 Lacs during the current year, respectively as
compared to Income 849.73 Lacs and Profit/(Loss) before tax (636.39) Lacs during the
previous year.
ACCOUNTING METHOD
NBFCs were required to comply with the Indian Accounting Standards
(IND-AS) for the preparation of the Financial Statements. Accordingly, the annual
financial statements for the year ended March 31,2024 are prepared as per IND-AS.
STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of
the Management Discussion and Analysis. Management Discussion and Analysis for the year
under review, as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section forming part of this
Annual Report.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of company
DIVIDEND
The Board of Directors of the Company has not recommended any dividend
on the equity shares of the Company for the financial year 2023-24 due to conservation of
profits.
TRANSFER TO RESERVES
Our Company has in accordance with the provisions of Section 45-IC of
the Reserve Bank of I ndia (RBI) Act, 1934, created a Reserve Fund and during the year
under review, the Company has transferred an amount of 226.94 Lacs (Rupees Two Hundered
Twenty Six Lakh Ninety Four Thousand Only) out of the profits of the year to the said
Reserve Fund.
SHARE CAPITAL
As on March 31, 2024, the paid up equity share capital of the Company
is Rs. 53,40,61,200/- comprising of 53,40,61,200 Equity shares of Face Value of Rs. 1/-
each.
During the year 4,50,00,000 Fuly Convertible Warrants lapsed on
September 15, 2023, due to non-conversion of the warrants into fully paid equity shares of
the company within the stipulated time period of eighteen months from the date of
allotment. Further, the upfront amount of 25% of the issue price paid by the allottees
w.r.t. 4,50,00,000 Warrants have been forfeited by the company and amount transferred to
warrant reserve in reserve and surplus.
During the year under review the Company has neither issued shares with
differential voting rights as to dividends, voting or otherwise nor issued (including
sweat equity shares) to the employees or Directors of the Company under any scheme. Your
Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.
LISTING INFORMATION
The Company's Share are Listed with BSE Limited, Mumbai. Your Company
has paid the Annual Listing Fee up to date and there are no arrears. The BSE have
nation-wide trading terminals and therefore provide full liquidity to the investors.
RISK MANAGEMENT FRAMEWORK
The Company has a robust internal business management framework to
identify, evaluate business risks and opportunities which seeks to minimize adverse impact
on the business objectives and enhance the Company's business prospects. As an NBFC, PMC
is exposed to credit risk, liquidity risk and Interest rate risk. Risk Management is an
Integral part of the Company's business strategy
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board has pursuant to the provisions of Section 177(9) & (10)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, framed "Vigil Mechanism (Whistle Blower)
Policy" ("the Policy")' to deal with instances of fraud and mismanagement,
if any. This Policy has been formulated to provide Vigil Mechanism for employees including
directors of the Company to report genuine concerns from time to time. The said policy is
placed on the website of the Company and may be accessed at a link:- https://pmcfincorp.com/wp-
content/uploads/2024/04/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY-1.pdf
POLICIES
The Company has adopted the various policies in compliance with the
provisions of SEBI (LODR) Regulations, 2015:
1. Policy for Determination of Materiality of Disclosures.
2. Policy on Materiality of Related Party Transactions.
3. Adoption of policy on preservation of documents.
4. Adoption of archival policy.
5. Policy on determine materiality of event
6. Risk Management Policy
The details of the Policy are available on the website of the Company
at www.pmcfincorp.com
NBFC REGISTRATION
The company has been registered with Reserve Bank of India as Non
Banking Finance Company vide Registration No. 12.00128 Dated April 01, 1998. Your Company
is categorized as a Non-Systemically Important Non-Banking Financial Company Not accepting
public deposits ("NBFC-ND-NSI") registered with Reserve Bank of India ("the
RBI") under Section 45-IA of the Reserve Bank of India Act, 1934. The Company has not
accepted any deposit from the public during the year pursuant to the provisions of Section
73 of Companies Act, 2013.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
An amount of Rs.3.83 Lacs of unclaimed dividend amount transferred to
Investor Education and Protection Fund on July 15, 2023.
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 2016
Pursuant to the Non-Banking Financial Companies' Auditor's Report
(Reserves Bank) directions, 2016, a report from the Statutory Auditors to the board of
directors has been received by your company. This report has certified that the company
has complied with all the directions and prudential norms as prescribed under the RBI Act,
1934.
DEMATERILISATION OF SHARES
Your Company has connectivity with NSDL & CDSL for dematerlisation
of its equity shares. The ISIN no. INE793G01035 has been allotted for the company.
Therefore, the member and/or investors may keep their shareholding in the electronic mode
with their Depository Participates.
BOARD OF DIRECTORS
Presently, the Company's Board comprises of 6 (Six) Directors. Along
with Chairman, Managing Director and Whole Time Director who are Promoter Directors, the
Board has 1 (one) Managing Director, 1 (one) Whole Time Director, 1 (one) Non Executive
Non Independent Director-Chairman, and 3 (Three) Non- Executive Independent Directors
including 1 (one) Non- executive Woman Independent Director.
During the Financial year 2023-24, following changes took place in the
composition of the Board:
Pursuant to the recommendation of Nomination and Remuneration Committee
(NRC), Ms. Deepali Sehgal Kulshrestha (DIN: 10192105) who was appointed by the Board as an
Additional Director in the category of NonExecutive-Independent Director of the Company
for a first term of five consecutive years w.e.f. June 19, 2023 and approval of Members
was obtained in the Annual General Meeting of the Company held on September 14, 2023.
Mr. Satyam jaiswal (DIN: 09282921) who was appointed by the Board as an
Additional Director in the category of Non-Executive Independent Director of the Company
for a first term of five consecutive years w.e.f. March 31 2023, has resigned from the
directorship of the Company w.e.f. June 20, 2023. The Board placed on record their
appreciation for the assistance and guidance during their tenure as Director of the
Company.
Appointment of Independent Directors
Your Company has appointed following 3 (Three) Independent Directors
including 1 (one) Women Director.
| ? Mr. Mahavir Prasad Garg |
(DIN:00081692) |
| ? Mr. Yogesh Kumar Garg |
(DIN:02144584) |
| ? Mrs. Deepali Sehgal Kulshrestha |
(DIN: 10192105) |
The Board further confirms that the Independent Directors also meet the
criteria of expertise, experience and integrity in terms of Rule 8 of the Companies
(Accounts) Rules, 2014 (as amended).
Independent Directors
Mr. Mahavir Prasad Garg Mr. Yogesh Kumar Garg Mrs.Deepali Sehgal
Kulshrestha are Independent Directors on the Board.
Key Managerial Personnel of the Company
As on March 31,2024, the following are Key Managerial Personnel
("KMPs") of the Company as per Sections 2(51) and 203 of the Act.
Mr. Raj Kumar Modi, Managing Director, Mr. Prabhat Modi, Whole Time
Driecror, Mr. Chandresh Kumar Sharma, Chief Financial Officer and Mr. Kailash, Company
Secretary are the Key Managerial Personnel (KMP) of the Company in terms of Section 203 of
the Companies Act, 2013.
Re-appointment of Directors retiring by rotation
Pursuant to the provision of Section 152 of the Companies Act, 2013,
("Act") and articles of association of the Company, Mrs. Rekha Modi (DIN:
01274200) Non Executive Non Independent Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible, has offer herself for
re-appointment. The Board recommended her re-appointment for consideration at the ensuing
AGM. The disclosures required regarding appointment / re-appointment of Mrs. Rekha Modi
(DIN: 01274200) pursuant to Regulation 36(3) of the SEBI Listing Regulations and
Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of
India are given in the Notice of AGM, forming part of the Annual Report.
Pecuniary relationship or transactions with the Company
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company other than sitting
fees, commission, and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/ Committee(s) of the Company.
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on the
Company's business policy and strategy apart from other Board business. The Board
exhibits strong operational oversight with regular presentations in quarterly meetings. if
the need arises, the Board's or Committee's approval is taken by passing
resolutions through circulation or by calling the Board / Committee meetings at a shorter
notice, in accordance with the applicable law.
The agenda for the Board and Committee meetings includes detailed notes
on the items to be discussed to enable the Directors to make an informed decision.
During the financial year 2023-24, Six (6) Board Meetings were held on
April 24, 2023, May 29, 2023, August 10, 2023, August 17, 2023, November 14, 2023 &
February 14, 2024. One meeting of Independent Directors were held on February 14, 2024,
more details on Board Meetings are provided in the Corporate Governance Report the
provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, were adhered to while considering the time gap between
two consecutive meetings.
BOARD EVALUATION
The Board of Directors carried out an annual evaluation of its own
performance, Board Committees, and Individual Directors in accordance with the Act,
Listing Regulations, and Governance Guidelines. The Nomination and Remuneration Committee
led an internal evaluation process to assess the performance of the Board, its committees,
and individual directors.
The performance of Individual Directors was reviewed by the Board and
the NRC, with criteria such as preparedness, constructive contributions, and input in
meetings. Non Independent Directors, the Board as a whole, and the Chairman of the Company
were evaluated at a separate meeting of Independent Directors. The evaluation results were
discussed at the Board meeting, where an action plan was agreed upon.
The Company also acted on feedback received from the previous
year's evaluation process. For more details on the Board Evaluation Process, please
refer the "Board Evaluation" section of the Corporate Governance Report.
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board
in its success. The Company believes that a truly diverse board will leverage differences
in thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race, and gender, which will help the Company to
retain its competitive advantage. The Board has adopted the Board Diversity Policy, as a
part of NRC Policy which sets out the approach to the diversity of the Board of Directors.
The said Policy is hosted on the website of the Company at: www.pmcfincorp.com
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated
"Nomination and Remuneration Policy" which deals inter-alia with the appointment
and remuneration of Directors, Key Managerial Personnel, Senior Management and other
employees. The said policy is uploaded on the website of the Company and web-link thereto
is https:// pmcfincorp.com/wp-content/uploads/2024/04/NRC-Policy.pdf.
The salient features of the policy are as under:
I. Criteria for appointment:
1. NRC shall identify, ascertain and consider the integrity,
qualification, expertise and experience of the person for the appointment as a Director of
the Company and recommend to the Board his / her appointment. The Directors shall uphold
ethical standards of integrity and probity and shall exercise their duties and
responsibilities in the interest of the Company.
2. A person proposed to be appointed as Director should possess
adequate qualification, expertise and experience for the position he / she is considered
for appointment. They shall possess appropriate core skills/ expertise/ competencies/
knowledge in one or more fields of finance, law, management, and marketing and
administration, in the context of business and/or the sector in which the company
operates. The NRC has the discretion to decide whether qualifications, expertise and
experience possessed by a person are sufficient/ satisfactory for the concerned position.
3. The Company shall comply with the provisions of the Act and Listing
Regulations and any other laws if applicable for appointment of Director of the Company.
The Company shall ensure that provisions relating to limit of maximum directorships, age,
term etc. are complied with.
II. Remuneration of the Whole Time /Executive Director(s) / Managing
Director:
a. The remuneration including commission payable to the Whole Time
/Executive Director(s) / Managing Director shall be determined and recommended by the NRC
to the Board for approval.
b. While determining the remuneration of the Executive Directors,
following factors shall be considered by the NRC/ Board:
? Role played by the individual in managing the Company including
responding to the challenges faced by the Company
? Individual performance and company performance so that remuneration
meets appropriate performance benchmarks
? Reflective of size of the Company, complexity of the sector/
industry/company's operations and the Company's financial position.
III. Remuneration to Non- Executive / Independent Directors:
Sitting Fees: Independent Directors are entitled for sitting fees
for attending meetings of the Board or Committee of the Board or for any other purposes as
may be decided by the Board, of such sum as may be approved by the Board of Directors of
the Company within the overall limits prescribed under the Act and the rules made there
under, Listing regulations or other applicable law.
COMMITTEES OF THE BOARD
As required under the Act and the Listing Regulations, the Company has
constituted the following statutory committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
Details of all the Committees such as terms of reference, composition,
and meetings held during the year under review are disclosed in the Corporate Governance
Report, a part of this Annual Report.
The Board, from time to time, based on necessity, has delegated certain
operational power to committees of directors formed for specific purposes like,
Preferential issue of shares, etc.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The Company, being a non-banking finance company registered with the
Reserve Bank of India and engaged in the business of giving loans, is exempt from
complying with the provisions of section 186 of the Companies Act, 2013 in respect of
loans and guarantees. Accordingly, the disclosures of the loans given as required under
the aforesaid section have not been given in this Report.
Information regarding investments covered under the provisions of
section 186 of the said Act are detailed in the financial statements.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider T
rading with a view to regulate trading in securities 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.
RELATED PARTY TRANSACTIONS
The Company has a well-defined process of identification of related
parties and transactions with related parties, its approval and review process. The Policy
on Related Party Transactions as formulated by the Audit Committee and the Board is hosted
on the Company's website and can be assessed at www.pmcfincorp.com.
All contracts, arrangements and transactions entered by the Company
with related parties during FY 2024 (including any material modification thereof), were in
the ordinary course of business and on an arm's length basis and were carried out
with prior approval of the Audit Committee. All related party transactions that were
approved by the Audit Committee were reported to the Audit Committee. Prior approval of
the Audit Committee was obtained for the transactions which were planned and/or repetitive
in nature and omnibus approval were taken as per the policy laid down for unforeseen
transactions.
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. The information on transactions with related parties pursuant
to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC-2 does not apply to the Company for the FY 2024 and hence the same is not
provided
The Company has put in place a Policy for Related Party T ransactions
("RPT Policy"), amended from time to time. The Policy provides for
identification of Related Party Transactions ("RPTs"), necessary approvals by
the Audit Committee/Board/Members, reporting and disclosure requirements in compliance
with the Act and provisions of the Listing Regulations.
The said Policy can be accessed on the website of the Company. A policy
on materiality of related party transactions and dealing with related party transactions
is placed on the Company's website www.pmcfincorp.com.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (c) and 134(5) of the
Companies Act, 2013, your Directors, to the best of their knowledge and belief and
according to the information and explanations obtained by them, state and confirm that:
? in the preparation of the annual accounts for the year ended March
31, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
? such accounting policies as mentioned in the notes to the Financial
Statements for the year ended March 31, 2024, have been selected and applied consistently
and judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and of the
Profit of the Company for the year ended on that date;
? proper and sufficient care has been taken 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;
? the annual financial statements for the year ended March 31,2024,
have been prepared on a going concern basis;
? internal financial controls to be followed by the Company have been
laid down and that the said financial controls were adequate and were operating
effectively;
? Proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems were adequate and operating
effectively.
AUDITORS
Statutory Auditors and Auditors' Report
In accordance with the provisions of Section 139 of the Act, at the
Annual General Meeting ("AGM") held on September 17, 2022, M/s. Pankaj Gupta
& Co., Chartered Accountants, (ICAI Firm Registration number 019302N) were appointed
as the Statutory Auditors of the Company for a First term of 5 consecutive years to hold
office from the conclusion of the 37th AGM till the conclusion of 42nd AGM of the Company.
The Company has received a letter from, M/s. Pankaj Gupta & Co., Chartered Accountants
confirming that they are eligible for appointment as Statutory Auditors of the Company.
The report given by the Auditors on the Standalone Financial Statements
of the Company for the year ended March 31,2024 forms part of this Annual Report. The
Auditor's comments on the Company's account are self-explanatory in nature and do not
require any explanation and there is no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their reports.
The Auditors of the Company have not reported any fraud in terms of the
second proviso to Section 143(12) of the Companies Act, 2013 and no frauds have been
reported by the Statutory Auditors in their report for the year under review. Notes to the
Financial Statements are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, read with rules
thereunder, the Board at its meeting held on November 14, 2023 has appointed M/s. Anamika
Bhola & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the
Company for the year ended March 31,2024. The Secretarial Audit Report issued by them in
Form No. MR-3 is provided as an "Annexure-I" to this Report. The
Secretarial Audit Report does not contain any qualifications, reservations or adverse
remarks.
Further, in terms of the provisions of the Circular No.
CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of
India (SEBI), M/s. Anamika Bhola & Associates, Practicing Company Secretaries have
issued the Annual Secretarial Compliance Report for the financial year ended March
31,2024, thereby confirming compliance of the applicable SEBI Regulations and circulars /
guidelines issued thereunder by the Company.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
The Secretarial Audit Report issued by Secretarial Auditors in Form No.
MR-3 is provided as an "Annexure-I" to this Report. The Secretarial Audit
Report does not contain any qualifications, reservations or adverse remarks.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions
if any of the Companies Act, 2013, the Board of Directors based on the recommendation of
the Audit Committee has re-appointed M/s. KPSP & Associates, Chartered Accountants
(FRN: 019471N), a reputed firm of Chartered Accountants as Internal Auditors of the
Company for a period of three years commencing from April 01, 2024 to March 31, 2027. The
Internal Auditors, M/s KPSP & Associates, Chartered Accountants, Delhi have conducted
internal audits periodically and submitted their reports to the Audit Committee. Their
Reports have been reviewed by the Audit Committee from time to time.
COST RECORDS AND AUDITORS
The provisions of Cost Records and Cost Audit as prescribed under
Section 148 of the Companies Act, 2013 are not applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company maintains adequate internal control system and procedures
commensurate with its size and nature of operations. The internal control systems are
designed to provide a reasonable assurance over reliability in financial reporting, ensure
appropriate authorization of transactions, safeguarding the assets of the Company and
prevent misuse/ losses and legal compliances.
The internal control system includes a well-defined delegation of
authority and a comprehensive Management Information System coupled with quarterly reviews
of operational and financial performance, a well-structured budgeting process and Internal
Audit. The Internal Audit reports are reviewed by the management and the Audit Committee
and necessary improvements are undertaken, if required.
PUBLIC DEPOSITS
Your Company being a Non-Systemically Important Non-Banking Financial
Company Not accepting public deposits ("NBFC-ND-NSI") registered with Reserve
Bank of India ("the RBI") under Section 45-IA of the Reserve Bank of India Act,
1934, has not accepted or renewed any deposit as covered under Chapter V of the Act read
with the Companies (Acceptance of Deposit) Rules, 2014, as amended, from its members or
the public during the year under review.
SUBSIDIARIES
During the year under review, your Company does not have any
subsidiaries or joint ventures or associate companies as defined under the Act. However,
the Company has framed a policy for determining material subsidiaries, which can be https://pmcfincorp.com/wp-content/uploads/2024/04/POLICY-ON-MATERIAL-SUBSIDIARIES-1.pdf
CORPORATE GOVERNANCE REPORT
Your Company has adopted best practices of Corporate Governance and
complied with all the requirement of Corporate Governance laid down by SEBI. As per
Regulation 34(3) read with Schedule V of the Listing Regulations, a Corporate Governance
Report along with Statutory Auditors' Certificate confirming compliance of corporate
governance for the year ended March 31,2024 is provided separately and forms integral part
of this Annual Report.
MANAGEMENT AND DISCUSSION ANALYSIS REPORT
Pursuant to Regulation 34 of the Listing Regulations, Management
Discussion and Analysis Report containing information inter-alia on industry trends, your
Company's performance, future outlook, opportunities and threats for the year ended March
31,2024, is provided in a separate section forming integral part of this Annual Report.
ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed
thereunder, the copy of the Annual Return for FY 2023- 24 is uploaded on the website of
the Company and the same is available at the website of the Company at www.pmcfincorp.com
and web-links thereto are given below:
Annual Return for FY 2022-23:
https://pmcfincorp.com/wp-content/uploads/2023/11/MGT-7-2023.pdf Annual Return for FY
2023-24: https://pmcfincorp.com/wp-content/uploads/2024/06/Draft-MGT-7-2024.pdf CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGO
The Company Operates in the Service Sector as a Non-Banking Financial
Company (NBFC) and therefore energy consumption is only limited to electricity required
for office functioning for administration functions. However, necessary initiatives have
been taken by the company from time to time for optimum utilization of energy. Since the
conservation impact is minimal, it cannot be quantified.
A) Conservation of Energy- NIL
B) Technology Absorption- NIL
C) Foreign Exchange earnings and Outgo- NIL
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013
The Company has adopted zero tolerance for sexual harassment at the
workplace and has formulated a policy on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder
for prevention and redressal of complaints of sexual harassment at workplace.
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your
Company has constituted Internal Complaints Committee which is responsible for redressal
of complaints related to sexual harassment. During the year under review, there were no
complaints pertaining to sexual harassment.
During the year under review, your Company has not received any
complaint pertaining to sexual harassment and no complaint was pending as on March
31,2024.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information containing details of employees as required under
Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in Annexure-II attached to this
report.
The statement containing names of top employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS
The Securities and Exchange Board of India (SEBI) initiated
adjudication proceedings against the company under section 15HA of SEBI Act for alleged
violations of section 12A(a), (b), (c) of SEBI Act read with regulation 3(a), (b),
(c) and regulation 4(1) of SEBI PFUTP Regulations, 2003. The
adjudication proceedings under section 15HA of SEBI Act implied a minimum penalty of INR 5
Lacs and a maximum penalty of INR 25 Crores, or three times the amount of profits,
whichever is higher. The adjudicating officer noted in the order that no disproportionate
gain or loss to investor was brought. However, despite vigorous defence against the
allegations levied by SEBI in its proceedings, a penalty of INR 10 Lacs was imposed on the
company. In response, the company appealed to the Securities Appellate Tribunal (SAT)
against the Adjudication Order passed by SEBI. After consideration, the SAT allowed the
appeal, and accordingly quashed the SEBI order on 12.09.2023.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year 2023-24
and the date of this report.
SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the
applicable secretarial standards issued by the Institute of Company Secretaries of India.
The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial
Audit Report.
GENERAL
1. There was no change in the general nature of business of the
Company.
2. The provisions of Cost Records and Cost Audit as prescribed under
Section 148 of the Companies Act, 2013 are not applicable to the Company.
3. The provisions pertaining to Corporate Social Responsibility (CSR)
were not applicable to the Company during the year under review.
4. As required in terms of Secretarial Standard (SS)-4, it is hereby
confirmed that there is no corporate insolvency resolution process initiated under the
Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank Central and State
Governments, customers, suppliers, shareholders and bankers for their consistent support
and co-operation to the Company. Your directors also place on record sincere appreciation
for the contribution and commitment by all the employees of the Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
| Place : New Delhi |
(REKHA MODI) |
| Date : 27.05.2024 |
(Chairman) |
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DIN:01274200 |
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