DIRECTOR'S REPORT To The Shareholders, Your Board of Directors has the pleasure in presenting the Thirty First Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2015. PERFORMANCE REVIEW The year 2014-15 was a year with excellent financial results as far as your Company is concerned. The Gross Income for this period was Rs. 1,69,61,049 as against Rs. Rs. 15,501,536 in the year 2013-14. The Total Expenditure for the period was Rs. 1,60,49,127. The Company had posted a record profit after tax of Rs. 4,79,408/-during the year. DIVIDEND The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year. RESERVES The Company has transferred Rs. 20,92,262 reserves to the special reserve. CHANGES IN SHARE CAPITAL During the year under review, your company has not made any material changes in the share capital of the Company. EXTRACT OF ANNUAL RETURN Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,the extract of the Annual Return as at March 31, 2015, in the prescribed form MGT 9, forms part of this report and is annexed as "Annexure - A". NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors met Eight (8) times in the year 2014 - 2015. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report. AUDIT COMMITTEE The Audit Committee met Seven (7) times in the year 2014 - 2015. The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE During the year Company has changed the name of the Committee as "Nomination and Remuneration Committee" from "Remuneration Committee" in the meeting of the board of Directors held on September 05,2014. The Nomination and Remuneration Committee met Five (5) times in the year 2014 -2015. The details of the Nomination and Remuneration Committee and the attendance of its members are provided in the Corporate Governance Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There is no particular of contracts or arrangements with related parties referred to in Section 188(l)of the Companies Act 2013 for the Financial Year 2014-15. EXPLANATION OF AUDITOR'S REPORT The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. MATERIAL CHANGES AND COMMITMENTS No other material changes and commitments affecting the financial position of the Company have occurred between April 1,2014 and the date on which this report has been signed. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT, 2013 The Company, being engaged, in the industrial financing does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange. SUBSIDIARIES Your Company does not have any subsidiary / subsidiaries within the meaning of the Companies Act, 2013. POLICIES OF THE COMPANY Your Company has posted the following documents on its website www. pawa nsutholdings.com : 1. Code of Conduct 2. Vigil Mechanism Policy 3. Fair Practice Code as per RBI Norms. RISK MANAGEMENT POLICY Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment. Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory. In accordance with the requirements of the Companies Act, 2013 and Listing Agreement Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. DIRECTORS B) CESSATION Ms. Renu Jindal, Director (DIN NO, 01843439) was not in a position to devote her time to the affairs of the Company due to some unavoidable reasons. Accordingly, She is submitting her resignation to the Company as on May 29, 2014. The Board placed on record its appreciation for the valuable services rendered by her. C) RETIREMENT BY ROTATION In accordance with the provisions of section 152(6) of the Companies Act, 2013, Mr. Pradeep Kumar Jindal (DIN 00049715) will retire by rotation at the ensuing Annua! General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends their re-appointment. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE There is no order passed by any regulator or court or tribunal against the Company, impacting the going concern concept or future operations of the Company. INTERNAL CONTROL SYSTEMS The Company's internal control systems are conducted by Ms. Veena, Internal Auditor. The Internal Auditor independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor reports directly to the Audit Committee to ensure complete independence. PUBLIC DEPOSITS Your Company did not accept any deposits from public in term of the provisions of section 73 of the Companies act, 2013 and to this effect an undertaking is given to the Reserve Bank of India. DECLARATION BY AN INDEPENDENT DIRECTOR(S) The Board of Directors declare that the Independent Directors Mr. Uttam Kumar Srivastava, Mr. Pawan Kumar Poddar and Mrs. Seema Khandelwal are: (a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience; (b) (i) who were or were not a promoter of the company or its holding, subsidiary or associate company (ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company; (c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year; (d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; (e) Who, either himself nor any of his relatives - (i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of- (A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm; (iii) holds together with his relative two per cent, or more of the total voting power of the company; or (iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or (f) who possesses such other qualification as may be prescribed. AUDITORS M/s. S. K. Singla & Associates, Chartered Accountants (Firm Registration No. 005903N), Statutory Auditors at the last Annual General Meeting held on 30.09.2014 for a period of five years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, Mr. Ankit Agarwal, Company Secretary in Practice (ACS 32360; C P No. 12118), Delhi, has been appointed to conduct a secretarial audit of the Company's Secretarial and related records for the year ended 31 March, 2015. The Practicing Company Secretary has submitted his Report on the secretarial audit conducted by him which is annexed to this Board's Report. PERFORMANCE EVALUATION OFTHE DIRECTORS ETC The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points; A) Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company; B) Participation of the Directors in the Board proceedings and his / her effectiveness; The evaluation was carried out by means of the replies given / observations made by all the Independent Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness. VIGIL MECHANISM The Company already has put in place a policy prohibit managerial personnel from taking adverse personnel action employees disclosing in good faith, alleged wrongful conduct on matters of public concern involving violation of any law, mismanagement, misappropriation of public funds, among others. Employees aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee. No personnel of the Company were denied access to the Audit Committee. Your Company has maintained Vigil Mechanism and posted its Policy on website www.pawansutholdings.com CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report. Your Directors are pleased to report that as on March 31,2015, your Company is fully compliant with the SEBI Guidelines on Corporate Governance. CORPORATE GOVERNANCE CERTIFICATE The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report. RBI NORMS AND ACCOUNTING STANDARDS To comply with RBI directions, your company closed its accounts for the full year ending March 2015, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs. RBI GUIDELINES Your Company is complying with all the guidelines of the Reserve Bank of India for Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet. NON-BANKING FINANCIAL COMPANIES AUDITORS' REPORT (RESERVE BANK) DIRECTIONS, 1998 Pursuant to the Non Banking Financial Companies Auditors' Report (Reserve Bank) Directions, 1998, a report from the statutory auditors to the Board of Directors, has been received by the Company. EMPLOYEE REMUNERATION (A). The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as "Annexure - B" to this Report. (B). The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary. (C) There are no employees employed throughout the financial year and in receipt of remuneration of Rs. 60 lacs or more, or employed for part of the year and in receipt of Rs. 5 lacs or more a month, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has only 5 women employees. . So, The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention, prohibition & Redressal) Act, 2013. No employees (permanent, contractual, temporary, trainees) are covered under this policy. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, annexed to this Directors' Report, provides a more detailed review of the operating performance. BUSINESS RESPONSIBILITY STATEMENT SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated August 13,2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Pursuant to the above, the Stock Exchanges included in the Listing Agreement a suggested framework of a BRR. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act 2013, your Directors confirm that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period. iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv) The Directors have prepared the annual accounts on a going concern basis. v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. APPRECIATION Your Directors thank Customers, and all the Stakeholders for their continued support to your Company's performance and growth. The Directors also wish to place on record their sincere appreciation of the commitment and enthusiasm of all employees for their significant role in the Company's growth till date. For and on behalf of the Board of Directors For Pawansut Holdings Limited Sd/- (Laxman Singh Satyapal) Chairman & Managing Director Din No: 00007258 Sd/-(Pradeep Kumar Jindal) Director Din No: 00049715 Place: Delhi Date: 02.09.2015 |