To,
The Members of
Pacheli Industrial Finance Limited,
Our Directors are pleased to present the 39th Annual Report
on the business and operations of the Company, together with the Audited Financial
Statements for the financial year ended 31stMarch, 2024.
? FINANCIAL RESULTS
The Company's financial results for the financial year ended on
the 31stMarch, 2024 are as under:
Particulars |
For the Year Ended |
|
31st March 2024 |
31st March 2023 |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
Total Revenue |
106.847 |
- |
Total Expenses |
105.581 |
2.210 |
Profit Before Tax & Extra-ordinary Item |
1.267 |
(2.210) |
Less:(a)Extra-ordinary Item |
- |
- |
(b)Tax Expenses (Current Tax) |
0.744 |
- |
(c)Deferred Tax |
- |
- |
Profit/(Loss) from the period from continuing |
0.523 |
(2.210) |
operations |
|
|
? RESERVES & PROVISIONS
The Company has not transferred any amount to general reserves.
3. DIVIDEND
The management believes that there would be need of funds to invest in
future projects, to upgrade the efficiency and to meet out the deficiencies in working
capital, the Directors do not recommend any dividend on Equity Shares for the financial
year 2023-24.
4. CHANGE IN NATURE OF BUSINESS
During the financial year under review, the Company was carrying on the
business of providing consultancy services related to hotels, lodging houses and other
multiple services. There was no change in the nature of business of the Company.
5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The composition of Board of Directors and KMPs as on March 31, 2024 was
as follows:
Name |
Designation |
1. Mr. Paras Nath Verma |
Director/Managing Director |
2. Mr. Luv Sharma |
Independent Director |
3. Mr. Raghav Gujral |
Non-Independent Director |
4. Mr. Promila Sharma |
Independent Director |
5. Mr. Harsh |
Non-Independent Director |
6. Mr. Alok Nath Singh |
Company secretary |
7. Mr. Mukesh Sah |
Chief financial officer |
During the year, following changes took place in the composition of
Board of Directors and KMPs:
1. Mr. Harsh was appointed as an Additional (Executive) Director w.e.f
11.08.2023.
2. Mr. Mukesh Sah was appointed as Chief Financial Officer w.e.f.
30.05.2023.
3. Ms. Alok Nath Singh was appointed for the post of Company Secretary
w.e.f 30.05.2023.
4. Mr. Pankaj Padam Chand Dhoot was resigned from Directorship w.e.f.
30.05.2023
Further, Mr. Harsh who were appointed as an Additional Directors on
11.08.2023 is proposed to be regularized and appointed as Directors in the ensuing Annual
general meeting.
6. MEETINGS
The Board met five times during the financial year 2023-24. The
dates on which meetings were held are 30-05-2023, 11-08-2023, 05-09-2023, 10-11-2023,
14-02-2024, The intervening gap between any two Meetings was within the period prescribed
by the Companies Act, 2013.
7. LISTING STATUS
The Equity shares of the Company are listed on the Bombay Stock
Exchange of India Limited
("The Exchange"). The Company has paid the Annual Listing Fee
till date.
8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor
Education and Protection Fund Authority).
9. DECLARATION GIVEN BY INDEPENDENT DIRECTOR
The Company has received declaration from the Independent Director of
the Company confirming that she met with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013.
10. PERFORMANCE EVALUATION
In pursuance of the provisions of the Act, the evaluation of
performance of the Board as a whole, Committees of the Board, Directors individually and
Chairperson of the Company was carried out for the Financial Year 2023-24. The performance
of each Director has been evaluated by Nomination and Remuneration Committee.
11. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed and adopted a policy for selection and appointment of
Directors, Key Managerial Personnel, Senior Management and their remuneration.
12. STATUTORY AUDITORS
M/s. G S A & ASSOCIATES LLP (Chartered Accountants) having FRN:
000257N/N500339 was appointed as Statutory Auditors at the Annual General Meeting held on
May 28th, 2024 for the period of Five (5)years. i.e. for the Annual General
Meeting to be held in year 2028. The Company has received letter from them to the effect
that their appointment, if made, would be within the prescribed limits under Section
141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.
The Auditors Report has been annexed with this report, Auditors observations are
self-explanatory, which do not call for any further clarifications.
13. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no frauds reported by auditors under sub-section (12) of
section 143 which have occurred during the financial year2023-24.
14. SECRETARIAL AUDITOR
ACS Parul Agrawal, Company Secretaries in Practice conducted the
Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the
financial year ended 31stMarch, 2024 is annexed herewith as Annexure-A
which forms a part of this Report.
The Secretarial Audit Report for the financial year ended 31st March,
2024 contains certain qualifications and clarification by the Board are as follows: The
management of the Company assure you to comply all the provisions of the applicable law in
true spirit in future and is under process of making all the default good.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S186
The details of the loan given and investments made by the Company
covered under the provisions of section186 of the Companies Act, 2013 are given in the
notes to the financial statements. Further, the company has not given guarantee during the
financial year.
16. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
U/S188(1)
The Company did not enter into a contract or transaction which would
fall under the purview of Section 188.The particulars of contracts or arrangements with
Related Parties for the Financial Year 2023-24 is annexed herewith to the Financial
Statements in Form No AOC -2.
17. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES,
JOINTVENTURES OR ASSOCIATES FOR THE COMPANY
The Company did not have any Subsidiary, Joint Venture or Associate
Company at the end of the financial year.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There has been no material change or commitment, affecting the
financial position of the Company which has occurred between March31, 2024 and the date of
this report.
19. COMPOSITION OF VARIOUS COMMITTEES OF BOARD AS ON 31.03.2024
A. The Audit Committee met (4) times on 30-05-2023, 11-08-2023,
10-11-2023, 08-02-2024, and the composition is as follow:
Name of Member |
Designation |
1. Mr. Luv Sharma |
Chairperson |
2. Mrs. Promila Sharma |
Member |
3. Mr. Paras Nath Verma |
Member |
B. The NRC met (1) time on 30-05-2023 and the composition of Nomination
& Remuneration committee is as follow:
Name of Member |
Designation |
1. Mrs. Promila Sharma |
Chairperson |
2. Mr. Luv Sharma |
Member |
3. Mr. Raghav Gujral |
Member |
C. The Stakeholder Grievance committee met (1) time on 16-10-2023 and
the composition is as follow:
Name of Member |
Designation |
1. Mrs. Promila Sharma |
Chairperson |
2. Mr. Paras Nath Verma |
Member |
3. Mr. Raghav Gujral |
Member |
D. The Risk Management committee met (2) times on 05-07-2023,
02-11-2023, and composition is as follow:
Name of Member |
Designation |
1. Mr. Paras Nath Verma |
Chairperson |
2. Mrs. Promila Sharma |
Member |
3. Mr. Raghav Gujral |
Member |
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS
There was no such order passed against the company during the year.
21. PARTICULARS OF EMPLOYEES
In Compliance with the disclosures required under section 197 of the
Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,
2014 ("Rules") relating to the remuneration and other details
are as follows:
(i) The Ratio of the remuneration of each Director to the Median
Remuneration of the Employees of the Company for the Financial Year Ended 31st
March 2024.
DIRECTORS |
RATIO TO MEDIAN |
|
REMUNERATION |
1 HARSH |
NIL |
2 LUV SHARMA |
NIL |
3 RAGHAV GUJRAL |
NIL |
4 PROMILA SHARMA |
NIL |
5 PARAS NATH VERMA |
NIL |
(ii) There has been no increase in remuneration of Directors and Chief
Financial Officer. Also there was no increase in the salary of Company Secretary. (iii)
The percentage increase in the median remuneration of employees in the financial year
2023-2024 : NIL
(iv) As on 31st March 2024 total no of permanent employees
on the roll of the Company: No Employees.
(v) Average percentile increase already made in the salaries of
employees other than managerial personnel in the last financial year cannot be compared
with the percentile increase in the managerial remuneration as the managerial personnel
were not paid any salary in the last financial year.
(vi) The key parameters for any variable component of remuneration
availed by the Directors NIL
(vii)The Company affirms that the remuneration given to the employees
is as per the remuneration policy of the Company. However, as per the provision of Section
136 of the Act, the Report and Accounts are being sent to all the members excluding the
information on particulars of employees which is available for inspection by the members
at the Registered office of the Company during business hours on working days of the
Company upto the date of the ensuing Annual General Meeting.
22. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company's Independent Directors met on 18th October
2023, without the attendance of Non-Independent Directors and Members of the Management.
23. DISCLOSURE UNDER RULES (2) & (3) OF THE COMPANIES (APPOINTMENT
AND
REMUNERATION) RULES, 2014
No directors/employees of the Company were in receipt of amount
exceeding remuneration as prescribed under Companies Act, 2013 and any other rules or the
provisions ofRule5 (2) &(3) of The Companies (Appointment and Remuneration)
Rules,2014.
24. FAMILIARIZATION PROGRAMME FOR INPENDENT DIRECTOR
In terms of regulation 25(7) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Company familiarizes the Directors about
their role and responsibility at the time of their appointment through a formal letter of
appointment. All new Independent directors inducted into the Board attend an
25. BUSINESS RISK MANAGEMENT
The prospects for the Company's business are dependent upon
economic and industrial growth as well as resources available for implementation of
liberalization policies of the Government. Adverse changes and delays of lack of funds can
affect the business prospects of the Industry and the Company.
Risk Management is an integral part of the Company's business
strategy. The Risk Management oversight structure includes Committees of the Board and
Senior Management Committees. The
Risk Management Committee of the Board ("RMC") reviews
compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk
exposure related to specific issues and provides oversight of risk across the
organization. The RMC nurtures a healthy and independent risk management function to
inculcate a strong risk management culture in the Company.
As part of the Risk Management framework, the management of Credit
Risk, Market Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to
ensure Integrated Risk Management for various Risks.
26. INTERNAL CONTROL SYSTEMS
The Company's internal control system is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with laws and regulations. The internal control
system is supported by an internal audit process for reviewing the adequacy and efficacy
of the Company's internal controls, including its systems and processes and
compliance with regulations and procedures.
Internal Audit Reports are discussed with the Management and are
reviewed by the Audit Committee of the Board which also reviews the adequacy and
effectiveness of the internal controls in the Company. The Company's internal control
system is commensurate with the size, nature and operations of the Company.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has vigil mechanism during the financial year. The Board of
Directors are under discussion to derive a mechanism through which fraud risk, including
corrective and remedial actions as regards people and processes can be determined and
implemented.
28. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has
built an open, transparent and meritocratic culture to nurture this asset. The Company has
kept a sharp focus on Employee
Engagement. The Company's Human Resources is commensurate with the
size, nature and operations of the Company.
29. CORPORATE SOCIAL RESPONSIBILITY
The Company is not eligible for CSR as per provisions of Section 135 of
the Companies Act, 2013.
30. DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company's for the FY 2023-2024.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is fully compliant with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
32. DEPOSITS
The Company has neither invited nor accepted any deposits from the
public during the year. There is no unclaimed or unpaid deposit lying with the Company
33. ANNUAL RETURN
The Annual Return of the Company for the financial year 2023-24 shall
be placed at its website: www.pifl.in.
34. REPORTING OF FRAUD BY AUDITOR
In terms of sub clause 3 (CA) of Section 134 and under sub-section 12
of Section 143 of Companies Act, 2013 there have been no frauds reported by the Auditors
under sub-section (12) of the section 143 other than which are reportable to Central
Government.
35. DEMATERIALIZATION OF SHARES
As on 31.03.2024 a total of 20,23,250/- equity shares representing
54.21% of the equity share capital have been dematerialized.
36. BRANCHES OF THE COMPANY
During the period under review, the Company doesn't have any
branch office.
37. CORPORATE GOVERNANCE
Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b)
to (i) of sub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 are not mandatory
in respect of the Companies having paid up equity share capital not exceeding Rs. 10.00
cores and net-worth not exceeding Rs. 25.00 Crores as on the last day of the previous
financial year. The Company's paid up equity share capital as on 31.03.2024 is Rs.
3.73 Crores which is less than Rs. 10.00 Crore and the Net worth is Rs.4.53 Crores which
is less Rs.25.00 Crores.
38. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013
There were no complaints reported under the Prevention of Sexual
Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.
39. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO
In view of the nature of the activities carried out by the Company,
Section 134(3)(m) of the Companies Act, 2013, read with Companies(Accounts) Rules,2014:
(A) Conservation of Energy
1. Energy Conservation Measures Taken
Energy Conversation continues to receive major emphasis and is being
systematically mentioned and corrective measures are taken whenever required immediately.
2. Additional investment, and proposals, if any, being implemented.
At present the company has no proposal to make any substantial
investments for further reduction of consumption of energy. However, regular up-gradation
of facilities is being done as and when required. The Company has been able to control its
energy cost substantially.
Total Energy consumption & energy consumption per unit of
Production in prescribed form-A
Particulars |
31.03.2024 |
31.03.2023 |
Power & Fuel Consumption in respect of |
|
|
1. Electricity, Power & Water amount |
Nil |
Nil |
(B) Technology Absorption: The Company is carrying on Research
and Development in a routine manner along with its manufacturing activities. The
initiatives taken by the Company have resulted in lower cost of energy consumption.
Company has already absorbed technology fully.
Research, Development and improvement of products are an in built and
on-going activity within the existing manufacturing operations of the Company. Expenditure
on R&D is not separately allocated and identified.
(C) Foreign Exchange Earnings & Outgo: The Company did not
earn or spent any foreign exchange during the year under review.
40. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2024, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any; b) that accounting
policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently and judgment 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;
c) that 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;
d) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
41. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT 2013.
Pursuant to Section 186(11) of the Companies Act, 2013 disclosure under
Section 134 (3) (g) of the Companies Act, 2013 is not applicable on the Company.
42. CHNAGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY DURING THE YEAR
There have been no material changes and commitments affecting the
financial position of the company, which have occurred between the end of the financial
year of the Company to which the financial statements relate and till the date of this
annual report.
43. ACKNOWLEDGMENT
The Directors gratefully acknowledge all stakeholders of the Company
viz. financial institutions, Government Authorities customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the
year. The Directors place on record their sincere appreciation to all employees,
executives, staff and workers of the Company for their unstinted commitment and continued
contribution to the Company.
By order of the Board |
For Pacheli Industrial Finance Ltd |
|