For the Financial Year Ended 31st March 2023
Your Board of Directors present the Company's Annual Report together with the Audited
Financial Statements of your Company for the financial year ended 31st March 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS
| Particulars |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2022 |
|
(Rs. In 000's) |
(Rs. In 000's) |
| Sales & Other Income |
37458.96 |
20416.10 |
| Operating profit before providing for interest & Depreciation |
(112.39) |
(99.72) |
| Less: Interest |
0 |
0 |
| Change in inventories of finished goods |
34141.80 |
(2752.17) |
| Employee benefits expenses |
2235.55 |
4370.68 |
| Depreciation and amortization expenses |
139.54 |
147.01 |
| Other Expenses |
1194 |
4675.57 |
| Total Expenses |
37710.89 |
20662.83 |
| Profit before tax |
(251.93) |
(246.73) |
| Less: Tax Expenses |
274.85 |
215.89 |
| Profit after tax |
(526.78) |
(462.62) |
| Other Comprehensive Income |
0 |
0 |
| Total Comprehensive Income/(Loss) for the Year |
(526.78) |
(462.62) |
| Earning per Shares (Basic) |
(1.32) |
(1.16) |
| Earning per Shares (Diluted |
(1.32) |
(1.16) |
State of Company Affairs as on March 31, 2023
The Company is engaged to carry on the activity of investment, invest the capital and
other amounts of money of the Company in the purchase or upon the security of shares,
stocks, units, debentures, debenture-stock, bonds, mortgages, obligation and securities
issued or guaranteed by any company, corporation or undertaking, whether incorporated or
otherwise, and where-so ever constituted or carrying on business and to buy, sell or
otherwise deal in, shares, stocks, debentures, debenture-stock, bonds, notes mortgages,
obligation and other securities issued or guaranteed by any government, sovereign ruler,
commissioners, trust municipal, local or other authority or body in India or abroad.
Company is also involved in wholesale trading business of fabrics and garments.
During the financial year 2022-23 total revenue collected by the company is Rs.
37,458,960.00/- as against Rs. 2,04,16,100.00/- in the previous year. The company has
incurred a net loss of Rs. (5,26,778.00/-) as compared to net loss of Rs. (4,62,613.00/-)
in the previous year. Barring unforeseen circumstances, your company will perform better
in the current year.
Dividend & Transfer to Reserves
The Board of your company to maintain the liquidity of funds, the Board of Directors
has decided not to declare any dividend for this financial year 2022-23. The Board assures
you to present a much strong financial statements in the years to come.
During the year under review, your Company has not transferred any amount to General
Reserve.
Changes In the Nature of Business
During the year under review, there is no change in the nature of business of the
Company.
Material changes & commitments occurring after the end of financial year
No material changes and/or commitments affecting the financial position of the Company
had occurred between the end of the financial year to which the attached financial
statements relate to and upto the date of this report.
Internal Financial Controls
Your Company has a system in place to ensure that financial and operational information
is recorded properly and that it complies with all internal controls, regulations, and
statutes. The internal financial control systems and procedures are appropriate for the
Company's size and type of business. The goal of these procedures is to ensure the
efficient use and protection of the Company's resources, the accuracy of financial
reporting, and compliance with statutes and Company procedures. The existing system
ensures the orderly and efficient conduct of business, including adherence to Company
policies, the protection of assets, the prevention and detection of fraud and errors, the
accuracy and completeness of accounting records, and the timely preparation of reliable
financial information. There were no instances of fraud during the year under review.
Your Company has adequate internal financial controls in place with respect to the
financial statements. These controls were tested during the year and no material
weaknesses in design or operation were found. The internal financial control systems and
procedures and their effectiveness are audited and reviewed on a regular basis and
monitored by the Audit Committee of the Board of Directors of the Company on a periodic
basis.
Public Deposits
Your Company has not accepted any deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the rules framed thereunder.
Auditors
A) Statutory Auditor
Your Company's Statutory Auditor i.e., M/s Ajay Rattan & Co, Chartered Accountants
were appointed at the 40th Annual General Meeting held on 29th September, 2022 and shall
hold office until the conclusion of the 45th Annual General Meeting, pursuant to section
139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and
Auditors) Rules, 2014.
Auditor's Report
During the year under review, the Auditors had not reported any matter under Section
143 (12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.
The Auditors Report does not contain any qualifications, reservation or adverse remark
or disclaimer. The Auditor's report is enclosed with the financial statements in this
Auditor's Report.
b) Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, M/s
Sumit Bajaj & Associates, Company Secretaries in practice (ACS No: 45042, CP No:
23948), was appointed as the Secretarial Auditor of the Company for the year 2022-2023.
Secretarial Audit
The report of the Secretarial Auditor in the prescribed form no. MR 3 is enclosed along
with Director's Report.
c) Internal Auditor
M/s Anil Hariram Gupta & Co, Chartered Accountants, is appointed as Internal
Auditor of the Company to conduct the internal audit of the Company for the Financial Year
2022-23, as required under Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014.
To maintain its objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board. Based on the report of the internal audit
function, Company undertakes corrective action in their respective areas and thereby
strengthens the controls. Recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board and accordingly, implementation has been
carried out by the Company.
There are no qualifications, reservations, or adverse remarks made by Internal Auditors
in their Report during the Financial Year 2022-23.
d) Cost Auditors
Your Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
Share Capital
The Authorized Share Capital of the Company is Rs. 21,00,00,000/- (Rupees Twenty-One
Crores Only) divided into 1,90,00,000 (One Crores Ninety Lakhs) Equity Shares of 10/-
(Rupees Ten Only) and 20,00,000 (Twenty Lakhs) Preference shares of 10/- (Rupees Ten
Only). During the year under review, there was no change in the Authorized Share Capital
of the Company.
The Paid-up Equity Share Capital of the Company is Rs. 40,00,000/-(Rupees Forty Lakhs
Only) divided into 4,00,000 (Four Lakhs) Equity Shares of 10/- (Rupees Ten Only).
During the year under review there is no Change in the Paid-up Share Capital of the
Company.
Extract of Annual Return
As per the requirements of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and
Rules framed thereunder, the annual return in form MGT-7 for FY 2022-2023 is uploaded on
the website of the Company and the same is available on
https://pptinvestment.in/shareholder-info/
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the long-term sustainability goals, Your Company has adopted a triple
bottom line approach that focuses on economic, environmental, and social returns. This
approach has heightened the Company's environmental consciousness, leading to a commitment
to minimize carbon footprint and greenhouse effects. While the Company's operations may
not be energy-intensive, the management recognizes the importance of energy conservation
at all levels and seeks to utilize alternative energy sources. Strict norms are followed
to conserve energy, and the Company is dedicated to maintaining an eco-friendly
environment within the company.
Your Company does not currently have any Technology Agreement.
The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies
Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith
Directors' Report in Annexure - III.
Business Responsibility Report
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500)
listed entities based on market capitalization shall contain the Business Responsibility
Report in their Annual Report. As the Company does not fall under top 500 listed Companies
based on market capitalization, therefore, this regulation is not applicable to the
Company.
Management Discussion & Analysis Reports
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report
forms part of the Directors' Report.
Statutory & legal matters
There has been no significant and/or material order(s) passed by any
regulators/Courts/Tribunals impacting the going concern status and the Company's
operations in future.
Corporate Social Responsibility (CSR)
During the year under review, your Company does not touch the threshold limit as per
the provisions of Section 135 of the Companies Act,2013, accordingly the Company does not
require to meet out the Compliance requirement as stipulated under Section 135 of the
Companies Act, 2013.
Directors
Appointment/Re-Appointment/Cessation
Mr. Anshul Sakuja (Din: 09765150), Non-Executive Non-Independent Director, is liable to
retire by rotation at the forthcoming Annual General Meeting and being eligible seeks
re-appointment.
In compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 read with the Secretarial Standard on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India (ICSI), the particulars of
Mr. Anshul Sakuja (Din: 09765150), is mentioned in the Annexure - A to the Notice
convening the 41st Annual General Meeting of the Company.
The Company on the recommendation of the Nomination and Remuneration Committee and
Audit Committee of the Company, the Board of Directors, at their meeting held on 21st
November, 2022 have approved the appointment of Mr. Amit Grover as the Additional Director
(Managing Director) of the Company, with effect from 21st November, 2022, subject to the
approval of shareholders at the 41st General Meeting of the Company.
The Company was also in receipt of the recommendation of the Nomination and
Remuneration Committee and Audit Committee of the Company, the Board of Directors, at
their meeting held on 21st November, 2022, have approved the appointment of Mr. Prateek
Kumar as the Additional Director (Independent) with effect from 21st November, 2022 on the
Board of the Company, subject to the approval of shareholders at the 41st General Meeting
of the Company.
The Company was also in receipt of the recommendation of the Nomination and
Remuneration Committee and Audit Committee of the Company, the Board of Directors, at
their meeting held on 21st November, 2022, have approved the appointment of Mrs. Anupma
Kashyap as the Additional Director (Independent) of the Company, with effect from 21st
November, 2022, on the Board of the Company, subject to the approval of shareholders at
the 41st General Meeting of the Company.
The Company was also in receipt of the recommendation of the Nomination and
Remuneration and Audit Committee of the Company, Mr. Anshul Sakuja and appointed him as
Additional Director (Executive) wef 21st November, 2022 by the Board at its meeting held
on 21st November, 2022. On Board Meeting conducted on 14th February, 2023, he conveyed his
intention to step down as an Executive Director since he is not able to devote full time
service to us, effective from 14th February, 2023, however, he consented to continue as
Additional Director (Non-Executive Non-Independent) of the Company. His regularization
will be done in the 41st AGM. The Board of Directors in its meeting held on February 14th,
2023 approved his continued association as a Non-Executive Non-Independent Director with
effect from 14th February, 2023 on the Board of the Company, subject to the approval of
shareholders at the ensuing General Meeting of the Company and taken on record for his
contribution to the Company in the executive category.
The Company on the recommendation of the Nomination and Remuneration Committee and
Audit Committee of the Company, the Board of Directors, at their meeting held on 14th
February, 2023, have approved the appointment of Mr. Sagar Khurana as the Additional
Director (Executive) of the Company, with effect from 15th February 2023 on the Board of
the Company, subject to the approval of shareholders at the 41st General Meeting of the
Company.
Mr. Santosh Kumar Kushawaha has completed his term as an Independent Director on
September 26, 2022 and consequently retired/ceased to be a Director of the Company with
effect from end of day on September 26, 2022. The Board of Directors and the Management of
the Company place on record their deep appreciation for the contributions made by Mr.
Santosh Kumar Kushawaha during his association with the Company over the years.
Mr. Vinod Kumar Bansal tendered his resignation from the Managing Director of Company
vide letter dated 21st November, 2022 due to personal reasons. But he still continued to
be the promoter of the Company holding 15% shares (60,000 Shares) of the Company.
Mrs. Khusboo Agarwal tendered her resignation from the post of Independent Director of
the Company vide letter dated 21st November, 2022 due to personal reasons. She has also
confirmed that there is no other material reason for the resignation, other than, as
stated above, and the same was noted by the Board.
Mrs. Renu Kathuria tendered her resignation from the post of Independent Director of
the Company vide letter dated 21st November, 2022 due to personal reasons. She has also
confirmed that there is no other material reason for the resignation, other than, as
stated above, and the same was noted by the Board.
Mrs. Shweta Gupta tendered her resignation from the post of Non-Executive Director
Non-Independent Director of the Company wef from 14th February, 2023 at its meeting held
on 14th February, 2023 as she was unable to devote sufficient time due to her personal
busy schedule with other businesses.
Mr. Neeraj Kumar Singh tendered his resignation from the post of Executive Director of
the Company wef from 14th February, 2023 as he was unable to devote sufficient time due to
due to personal commitments and other pre-occupations.
The Board places on record its sincere appreciation for the immense contribution made
by Mr. Santosh Kumar Kushawaha, Mr. Vinod Kumar Bansal, Mrs. Khushboo Agarwal, Mrs. Renu
Kathuria, Mrs. Shweta Gupta, and Mr. Neeraj Kumar Singh towards the growth and development
of your Company.
Composition of the Board
The composition of your Company's Board adheres to the requirements set forth in the
Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements)
Regulation, 2015 (Listing Regulations), and the Articles of Association. The Board is
appropriately structured, incorporating a diverse range of expertise, knowledge, and
experience that aligns with the Company's operations.
As of March 31, 2023, the Board of Directors consisted of five members, with three
being Non-Executive and two being Executive Directors. The Chairperson of the Board is a
Non-Executive Non Independent Director. The Managing Director and Executive Director are
Executive Directors on the Board of Directors of the Company. Furthermore, the Board
comprises two Independent Directors, including one-woman Independent Director.
All the Directors are distinguished individuals selected from various fields such as
business, industry, finance, law, and administration, bringing valuable expertise to the
table.
Meetings
Seven meetings of the Board of Directors were held during the financial year ended 31st
March, 2023. These were held on: (i) 30.05.2022 (ii) 12.08.2022 (iii) 03.09.2022 &
(iv) 27.09.2022 (v) 12.11.2022 (vi) 21.11.2023 & (vii) 14.02.2023 respectively.
The details of the attendance of the directors in the meetings held during the
Financial year 2022-2023 are mentioned hereinbelow:
| SL. No |
NAMES OF DIRECTORS |
MEETINGS OF THE BOARD OF DIRECTORS |
|
|
30.05.2022 |
12.08.2022 |
03.09.2022 |
27.09.2022 |
12.11.2022 |
21.11.2022 |
14.02.2023 |
| 1 |
Mr. Vinod Kumar Bansal(DIN: 00243709) |
Y |
Y |
Y |
Y |
Y |
Y |
NA |
| 2 |
Mr. Amit Grover (DIN: 09765198) |
NA |
NA |
NA |
NA |
NA |
NA |
Y |
| 3 |
Mr. Sagar Khurana (DIN: 07691118) |
NA |
NA |
NA |
NA |
NA |
NA |
NA |
| 4 |
Mr. Neeraj Kumar Singh (DIN: 07452949) |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
| 5 |
Mr. Anshul Sakuja (DIN: 09765150) |
NA |
NA |
NA |
NA |
NA |
NA |
Y |
| 6 |
Mrs. Shweta Gupta (DIN: 07452923) |
Y |
Y |
Y |
Y |
Y |
Y |
Y |
| 7 |
Mr. Prateek Kumar (DIN: 02923372) |
NA |
NA |
NA |
NA |
NA |
NA |
Y |
| 8 |
Mrs. Anupma Kashyap (DIN: 09720124) |
NA |
NA |
NA |
NA |
NA |
NA |
Y |
| 9 |
Mrs. Khushboo Agarwal (DIN: 06792261) |
Y |
Y |
Y |
Y |
Y |
Y |
NA |
| 10 |
Mrs. Renu Kathuria (DIN: 09726096) |
NA |
NA |
NA |
Y |
Y |
Y |
NA |
| 11 |
Mr. Santosh Kumar Kushawaha (DIN: 02994228) |
Y |
Y |
Y |
Y |
NA |
NA |
NA |
(Y=Attended, N=Absent, NA=Not Applicabe)
Notes:
1. The Company on the recommendation of the Nomination and Remuneration Committee and
Audit Committee of the Company, the Board of Directors, at their meeting held on 21st
November, 2022 have approved the appointment of Mr. Amit Grover as the Additional Director
(Managing Director) of the Company, with effect from 21st November, 2022, subject to the
approval of shareholders at the 41st General Meeting of the Company.
2. The Company was also in receipt of the recommendation of the Nomination and
Remuneration Committee and Audit Committee of the Company, the Board of Directors, at
their meeting held on 21st November, 2022, have approved the appointment of Mr. Prateek
Kumar as the Additional Director (Independent) with effect from 21st November, 2022 on the
Board of the Company, subject to the approval of shareholders at the 41st General Meeting
of the Company.
3. The Company was also in receipt of the recommendation of the Nomination and
Remuneration Committee and Audit Committee of the Company, the Board of Directors, at
their meeting held on 21st November, 2022, have approved the appointment of Mrs. Anupma
Kashyap as the Additional Director (Independent) of the Company, with effect from 21st
November, 2022, on the Board of the Company, subject to the approval of shareholders at
the 41st General Meeting of the Company.
4. The Company was also in receipt of the recommendation of the Nomination and
Remuneration and Audit Committee of the Company, Mr. Anshul Sakuja and appointed him as
Additional Director (Executive) wef 21st November, 2022 by the Board at its meeting held
on 21st November, 2022. On Board Meeting conducted on 14th February, 2023, he conveyed his
intention to step down as an Executive Director since he is not able to devote full time
service to us, effective from 14th February, 2023, however, he consented to continue as
Additional Director (Non-Executive Non-Independent) of the Company. His regularization
will be done in the 41st AGM. The Board of Directors in its meeting held on February 14th,
2023 approved his continued association as a Non-Executive Non-Independent Director with
effect from 14th February, 2023 on the Board of the Company, subject to the approval of
shareholders at the ensuing General Meeting of the Company and taken on record for his
contribution to the Company in the executive category.
5. The Company on the recommendation of the Nomination and Remuneration Committee and
Audit Committee of the Company, the Board of Directors, at their meeting held on 14th
February, 2023, have approved the appointment of Mr. Sagar Khurana as the Additional
Director (Executive) of the Company, with effect from 15th February 2023 on the Board of
the Company, subject to the approval of shareholders at the 41st General Meeting of the
Company.
6. Mr. Santosh Kumar Kushawaha has completed his term as an Independent Director on
September 26, 2022 and consequently retired/ceased to be a Director of the Company with
effect from end of day on September 26, 2022. The Board of Directors and the Management of
the Company place on record their deep appreciation for the contributions made by Mr.
Santosh Kumar Kushawaha during his association with the Company over the years.
7. Mr. Vinod Kumar Bansal tendered his resignation from the Managing Director of
Company vide letter dated 21st November, 2022 due to personal reasons. But he still
continued to be the promoter of the Company holding 15% shares (60,000 Shares) of the
Company.
8. Mrs. Khusboo Agarwal tendered her resignation from the post of Independent Director
of the Company vide letter dated 21st November, 2022 due to personal reasons. She has also
confirmed that there is no other material reason for the resignation, other than, as
stated above, and the same was noted by the Board.
9. Mrs. Renu Kathuria tendered her resignation from the post of Independent Director of
the Company vide letter dated 21st November, 2022 due to personal reasons. She has also
confirmed that there is no other material reason for the resignation, other than, as
stated above, and the same was noted by the Board.
10. Mrs. Shweta Gupta tendered her resignation from the post of Non-Executive Director
NonIndependent Director of the Company wef from 14th February, 2023 at its meeting held on
14th February, 2023 as she was unable to devote sufficient time due to her personal busy
schedule with other businesses.
11. Mr. Neeraj Kumar Singh tendered his resignation from the post of Executive Director
of the Company wef from 14th February, 2023 as he was unable to devote sufficient time due
to due to personal commitments and other pre-occupations.
12. The Board places on record its sincere appreciation for the immense contribution
made by Mr. Santosh Kumar Kushawaha, Mr. Vinod Kumar Bansal, Mrs. Khushboo Agarwal, Mrs.
Renu Kathuria, Mrs. Shweta Gupta, and Mr. Neeraj Kumar Singh towards the growth and
development of your Company.
Committees of the Board
As on March 31, 2023, the Board had five committees: the Audit committee, the
Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. A
majority of the committees consists entirely of Independent Directors. During the year,
all recommendations made by the committees were approved by the Board and the list of
Committee members is available on the website of our Company i.e.,
https://pptinvestment.in/wp-content/uploads/2023/04/Composition-of- Committees.pdf
The details of the attendance of the Directors in the Committee meetings held during
the Financial year 2022-23 are mentioned hereinbelow:-
| SL. |
NAMES OF DIRECTORS |
AC *1 |
NRC*2 |
SRC*3 |
| NO |
|
Held |
Attended |
Held |
Attended |
Held |
Attended |
| 1. |
Khushboo Agarwal (Resigned wef 21.11.2022) |
5 |
4 |
3 |
2 |
2 |
2 |
| 2. |
Santosh Kumar Kushawaha (Tenure completed wef 26.09.2022) |
5 |
4 |
3 |
2 |
2 |
2 |
| 3. |
Shweta Gupta (Resigned wef 14.02.2023) |
5 |
5 |
3 |
3 |
NA |
NA |
| 4. |
Renu Kathuria (Resigned wef 21.11.2022) |
5 |
1 |
3 |
2 |
2 |
0 |
| 5. |
Prateek Kumar (Appointed wef 21.11.2022) |
5 |
1 |
3 |
1 |
2 |
0 |
| 6. |
Anupma Kashyap (Appointed wef 21.11.2022) |
5 |
1 |
3 |
1 |
2 |
0 |
| 7. |
*Anshul Sakuja |
5 |
0 |
3 |
0 |
NA |
NA |
| 8. |
Neeraj Kumar Singh (resigned wef 14.02.2023) |
NA |
NA |
NA |
NA |
2 |
2 |
| 9. |
Sagar Khurana (appointed wef 15.02.2023) |
NA |
NA |
NA |
NA |
2 |
0 |
*Mr. Anshul Sakuja conveyed his intention to step down as an Executive Director since
he is not able to devote full time service to us, effective from 14.02.2023, however,
consented to continue as 'Non-Executive Director' of the Company.
Y=Attended, N=Absent, NA= Not a Member]
(AC*1 = Audit Committee, NRC*2 = Nomination & Remuneration Committee, SRC*3 =
Stakeholders
Relationship Committee.)
Notes:
1. Mr. Vinod Kumar Bansal and Mr. Amit Grover are/were not on any of the Committees of
the Board.
Key Managerial Personnel
The following were designated as whole-time key managerial personnel as required under
section 203 of the Companies Act, 2013 by the Board of Directors during the year under
review:
a. Mr. Vinod Bansal, (DIN: 00243709) resigned from the post of Managing Director wef
November 21, 2022.
b. Mr. Amit Grover, (DIN: 09765198) was appointed as an additional director in the
category of Managing Director.
c. Ms. Kanika Arora (Membership No. A - 52307) resigned from the post of Company
Secretary and Compliance Officer wef April 30, 2022.
d. Mr. Sandeep Kumar (Membership No. A - 34263) was appointed on the post of Company
Secretary and Compliance Officer wef May 30, 2022.
e. Mr. Sandeep Kumar (Membership No. A - 34263) resigned from the post of Company
Secretary wef November 21, 2022.
f. Ms. Sakshi Chandna (Membership No. A - 69450) was appointed on the post of Company
Secretary and Compliance Officer wef November 21, 2022.
g. Ms. Usha Sharma resigned from the post of Chief Financial Officer wef February 14,
2023.
h. Mr. Lakshay was appointed on the post of Chief Financial Officer wef February 15,
2023. Declaration by Independent Directors
Mr. Prateek Kumar, Mrs. Anupma Kashyap, Mrs. Khushboo Agarwal, and, Mrs. Renu Kathuria,
Independent Directors of the Company have confirmed that they meet the criteria of
Independent Directorship as laid down in section 149(6) of the Companies Act, 2013 and the
rules made thereunder read with Regulations 16(1)(b) & 25(8) of SEBI (Listing
Obligations & Disclosure Requirements), Regulations, 2015 and the same have been noted
by the Board.
Performance Evaluation
The evaluation of the Board, its Chairman, individual Directors and Committees of the
Board was undertaken in compliance with the provisions of Section 134(3)(p) and Schedule
IV of the Companies Act, 2013.
According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent
Directors was held on 06.03.2023, to inter alia, review and evaluate the performance of
the Non-Independent Directors and the Chairperson of the Company taking into account the
views of the Executive Directors and NonExecutive Directors; assessing the quality,
quantity and timeliness of flow of information between the Company management and the
Board and also to review the overall performance of the Board.
The key objectives of the Board Evaluation process were to ensure that the Board &
various Committees of the Board have appropriate composition of Directors and they have
been functioning to achieve common business goals of Your Company.
The Directors carried out the performance evaluation in a confidential manner and
provided their feedback on a rating scale. The performance evaluation feedback was
collated and sent to the Chairman of Nomination & Remuneration Committee. The
performance evaluation was discussed at a separate meeting of the Independent Directors
held on 06.03.2023 and the summary of performance evaluation was later tabled at the
Nomination & Remuneration Committee Meeting held on 30.05.2023.
The Nomination & Remuneration Committee forwarded their recommendation based on the
inputs received on performance evaluation to the Board of Directors at its meeting held on
30.05.2023 and the Directors were satisfied by the constructive feedback obtained from
their Board colleagues.
Deta ils Of Subsidiary/Joint Ventu re/ Associate Com panies
The company does not have any Subsidiary, Joint Venture, or Associate Company; hence,
provisions of section 129(3) of the Companies Act, 2013 relating to the preparation of
consolidated financial statements are not applicable.
Performance And Financial Position of each of the Subsidiaries, Associates and Joint
Venture Companies
The Company has no subsidiaries, Joint Venture Companies so there is no requirement of
description of the performance of Subsidiaries and Joint Venture Companies.
Particulars of Loans, Guarantees or Investments
During the year under review, Your Company has given loan and advances as per the
provisions of Section 186 of the Companies Act, 2013, please refer notes to accounts of
the Financial Statements for the year 2022-2023.
Particulars of contracts or arrangements with Related parties
The Company has revised the policy on Related Party Transactions to include changes
based on Companies (Meetings of Board and its Powers) Amendment Rules, 2021 and SEBI
(Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022 and
the revised policy was approved by the Board at its meeting held on May 27, 2022 and the
same can be accessed on the Company's website at
https://pptinvestment.in/wp-content/uploads/2023/02/7.Policy-on-dealing-
with-related-party-transactions.pdf
During the year under review, all Related Party Transactions that were entered into
were in the Ordinary Course of Business and at Arms' Length Basis. All transactions
entered into with related parties were approved by the Audit Committee. None of the
transactions with related parties are material in nature or fall 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 of the Company for the FY 2022-2023 is attached with the Director
Report in the Annexure - I.
Necessary disclosures required under the Ind AS 24 have been made in the Notes to the
Financial Statements for the year ended March 31, 2023.
Corporate Governance
The Principles of good Corporate Governance as prescribed by the Listing Agreements of
the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practicing
Company Secretary forms part of the Annual Report 2022-2023.
Particulars of Employees & Related disclosures
Disclosure pertaining to remuneration and other details as required under section
197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - II.
Complaints received by the sexual Harassment Committee
The Company has in place a policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (14
of 2013). Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.
There were nil complaints received during the year under review.
Risk Management & Mitigation
Considering the nature of the Company's services, a consistent awareness of the risks
inherent in its business has been maintained. Various risks from different areas have been
identified by the Company.
To ensure effective risk assessment and mitigation, the Company has implemented a
comprehensive Risk Management Framework. This framework establishes procedures to keep the
Board members informed about risk assessment and minimization processes. In consultation
with functional heads, the Board regularly evaluates the risk management framework to
identify, assess, and mitigate major areas of risk associated with the Company's
operations. The Company has implemented suitable structures to inherently monitor and
control risks. Ongoing reviews of risk identification, risk assessment, and risk treatment
procedures are conducted across all functions of the Company. Both the Audit Committee and
the Board consistently review the Risk Management Framework on a regular basis.
Prevention of Insider Trading
The company has a code of conduct for prevention of insider trading with a view to
regulate trading in securities by the directors and certain designated employees of the
company. The code requires preclearance for dealing in the 20 company's shares and
prohibits the purchase or sale of company shares by the directors and 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.
Disclosure Of Relationship Between Director Inter -Se
None of the directors are related to each other.
Code Of Conduct
The board of directors has approved a code of conduct which is applicable to members of
the board and all employees in the course of day-to-day business operations of the
company. The code has been placed on the company's website www.pptinvestment.in The code
lays down the standard procedure of business conduct which is expected to be followed by
the directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with
stakeholders. All the board members and the senior management personnel have confirmed
compliance with the code.
Director's Responsibility Statement
Your Directors wish to inform that the Audited Accounts containing Financial Statements
for the financial year ended March 31, 2023 are in full conformity with the requirements
of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the
form and substance of transactions carried out during the year and reasonably present
Company's financial condition and results of operations.
Your Directors further confirm that -
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The Directors 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 as at 31.03.2023 and of the Profit of the
Company for the year ended on that date;
(c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis; and
(e) 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.
(f) 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.
Human Resources
The HRM team has played a crucial role in effectively managing the Company's human
capital, prioritizing talent recruitment, development, and retention for organizational
growth and strategic objectives. Efforts were focused on creating a positive work
environment and enhancing employee well-being, and work-life balance through initiatives
like employee engagement and wellness programs. Training and development programs were
given importance to upskill the workforce. The team also addressed employee concerns,
ensured compliance with labour laws, and maintained healthy employee relations. As on 31st
March, 2023 number of people employed by the Company has 8 employees. The IR situation
continues to be peaceful.
Nomination and remuneration policy
Based on the Nomination and Remuneration Committee's recommendation, the Board has
established a policy for the selection and appointment of Directors, senior management
personnel, and their respective remuneration. The remuneration policy, along with the
information regarding the remuneration paid during the year, is provided in the corporate
governance section of the annual report.
The Company's Nomination and remuneration policy is formulated in accordance with
Section 178 of the Act read with Regulation 19(4) of the Listing Regulations can be
accessed on the Company website at the following link
https://pptinvestment.in/shareholder-info/
Postal Ballot
Listed Companies are required to ensure that the approval of shareholders for
appointment/re- appointment of a Director on the Board of Directors of the Company is
taken at the next annual general meeting or within a time period of three months,
whichever is earlier, from the date of appointment.
To expedite the process of seeking approval of the shareholders', the Company opted for
a Postal Ballot in compliance with the requirements of the Companies Act, 2013 and also
provided electronic voting (e-voting) facility to all its members in compliance with
Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with
the related Rules.
During the year under review, no Postal Ballot was conducted.
Investments
The Company holds an investment in uncoated equity shares amounting to Rs 49,850 of Tia
Enterprises Limited from October, 2016.
Borrowings
We have issued on 2nd July, 2012, 20 lakhs 6% non-cumulative, non-convertible
preference shares with a face value of ?10 each. These preference shares were issued at a
premium of ?90 each, fully paid up by investors.
Key Features:
• Redemption: The preference shares are compulsorily redeemable after 20 years
from the date of issue at their par value.
• Put and Call Option: The preference shares come with both put and call options.
Investors have the right to exercise the put option, and the company has the right to
exercise the call option. These options can be exercised at any time before the expiry of
20 years from the date of issue but not earlier than the expiry of 3 years. A minimum
notice period of 3 months is required for the exercise of these options.
These preference shares serve as a strategic financing instrument within our capital
structure, providing us with long-term capital. The inclusion of put and call options adds
flexibility for both our investors and the company.
Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity
The Company has not bought back any of its shares, has not issued shares with
differential voting rights, has not issued any Sweat Equity Share and has not provided any
Stock Option Scheme to its employees, during the year under review.
Whistle blower policy / vigil mechanism
In accordance with the provisions of Section 177 of the Companies Act, 2013 and the
rules issued thereunder, as well as Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Your Company has a vigil mechanism in place
for directors and employees.
This mechanism allows Directors and employees to raise genuine concerns about any issue
related to the organization's improper functioning. The mechanism also provides adequate
safeguards against the victimization of Directors and employees who use it. It also
provides direct access to the Chairman of the Audit Committee. However, this does not
release employees from their duty of confidentiality in the course of their work, nor can
it be used to make malicious or unfounded allegations about a person or situation.
During the year under review, none of the Directors / employees / business associates/
vendors was denied access to the Chairman of the Audit Committee. The said policy is
available on the Company's website at
https://pptinvestment.in/wp-content/uploads/2023/02/5.Details-of-establishment-of-vigil-
mechanism-Whistle-Blower-policy.pdf
Compliance with secretarial standards on board and general meetings
The Directors state that applicable Secretarial Standards i.e. SS-1 & SS-2 relating
to 'Meeting of Board of Directors and General Meetings' respectively have been duly
followed by the Company. The
Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India.
Listing
The equity shares of the Company continue to be listed on the BSE Limited (Stock
Exchange. The Company has paid the requisite listing fees to the Stock Exchange, where it
is listed, for FY 2023-24.
Delisting
During the period under review the Company the Equity Shares of the Company continue to
remain listed on BSE Ltd.
Details of application made or any proceeding pending under Insolvency and Bankruptcy
Code, 2016
The Company has not made any application or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 during the financial year 2022-23.
Details of settlement with Banks or Financial Institutions
The Company has been able to repay loans taken from Banks / Financial Institutions. The
Company has not obtained any loans or made any settlements from any loan taken from Banks
/ Financial Institutions during the Financial Year 2022-23.
Attributes, Qualifications & Independence of Directors and their Appointment
The skills, expertise and competencies of the Directors as identified by the Board, are
provided in the 'Report on Corporate Governance' forming part of the Directors Report.
Prateek Kumar (DIN: 02923372) Chairman & Independent Director was inducted into the
Board in the Financial Year 20222023. He was familiarized and briefed about the business
operations of the Company consequent to his appointment on the Board. He possesses the
requisite skills, expertise and competencies as identified by the Board of Directors the
details of which is mentioned in the Corporate Governance Report.
Mrs. Anupma Kashyap (DIN: 09720124) Independent Director was inducted into the Board at
its meeting dated 21.11.2022, she was familiarized and briefed about the business
operations of the Company consequent to her appointment on the Board.
Directors are appointed/re-appointed with the approval of the Members, in accordance
with statutory requirement as may be determined by the Board from time to time.
Independent Directors are not liable to retire by rotation.
The Independent Directors of your Company have confirmed that (a) they meet the
criteria of Independence as prescribed under Section 149 of the Act and Regulation
16(1)(b) of the Listing Regulations 2015, and (b) As per Regulation 25(8) of the Listing
Regulations 2015 they are not aware of any circumstance or situation, which could impair
or impact their ability to discharge duties with an objective independent judgment and
without any external influence.
Green Initiatives
As a responsible corporate citizen, the Company supports the "Green
Initiative" undertaken by the Ministry of Corporate Affairs, Government of India,
which allows for the electronic delivery of documents, including the Annual Report, to
shareholders at their email addresses that have been previously registered with the
depositories and registrars to shareholders.
To support the "Green Initiative," members who have not registered their
email addresses are requested to do so with the Company's registrar and share transfer
agent/depositories in order to receive all communications, including annual reports,
notices, circulars, and so on, from the Company electronically.
In accordance with the MCA Circulars and SEBI Circulars, copies of the Notice of the
41st AGM and the Annual Report of the Company for the financial year ended 31st March
2023, including the Audited Financial Statements for the year 2022-2023, are being sent
only by email to the Members.
Acknowledgment
The Directors wish to place on record their sincere appreciation for the whole hearted
Co-operation received by the Company from Central and State Governments, RBL Bank and
other Government Agencies and look forward to their continuing support. The Directors also
record their appreciation for the sincere efforts put in by the employees of the Company
at all levels.
The Board acknowledges and credits the Company's resounding success to the relentless
hard work and unwavering commitment of its employees, recognizing their pursuit of
excellence and willingness to surpass expectations.
The Board of Directors values the contributions of the Independent Directors. The Board
is grateful for their willingness to share their expertise and knowledge and for their
commitment to the Company's success. The Board is also thankful for their dedication and
hard work.
The Board sincerely thanks the members, government authorities, banks, customers, and
all other stakeholders for their invaluable encouragement, assistance and cooperation.
Their unwavering support is deeply appreciated and the Board eagerly looks forward to a
prosperous and enduring future with their continued backing.
| Date: 01.09.2023 |
For Pankaj Piyush Trade and Investment Limited |
|
|
Sd/- |
Sd/- |
|
Anshul Sakuja |
Amit Grover |
|
Non-Executive Director |
Managing Director |
|
DIN:09765150 |
DIN:09765198 |
| Regd. Office: 304, Building No. 61, |
|
|
| Vijay Block, Laxmi Nagar, |
|
|
| Delhi - 110092 |
|
|
|