Board's Report & Management of Discussion and Analysis Dear Members, 1. Your Directors are pleased to present the fortieth Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2016. 2. Dividend In view of accumulated losses, the Board has not recommended any dividend for the financial year 2015-16. 3. Reserves No amount has been transferred to the General Reserve during the year. 4. Share Capital The paid up Equity Share Capital of the Company as on 31st March, 2016 is Rs. 20.00 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31* March, 2016 none of the Directors of the Company hold instruments convertible into equity shares of the Company. 5. Analysis and Review Industry Conditions: The Financial Advisory Industry is one of the leading industries which is developing day by day. Opportunity and Challenges: The encouraging GDP growth projected for the country's economy will open new doors for the Financial Advisory Sector, thus the future of Financial Advisory Industry looks promising. However, there are several challenges and risks ahead which deserve an integrated approach to managing the uncertainties and opportunities. Performance Highlights: During the financial year 2015-16; your Company's total revenue from financial advisory registered a growth of 60%. Total revenue from financial advisory services stood at X 4,00,000 as compared with 12,50,000 in the previous financial year. 6. Finance and Accounts During the year under review, the Company did not raise any finance. Your Company prepares its financial statements in compliance with the requirement of the Companies Act, 2013 and the Generally Accepted Accounting Principals (GAAP) in India. 7. Subsidiaries/Joint Ventures/Associates Companies The Company does not have any subsidiary, joint venture and associate company and therefore furnishing of information on performance and financial position of subsidiary, joint venture and associate company is not applicable to the Company. 8. Corporate Governance Report In terms of the Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions is not mandatory to the Company, therefore, Corporate Governance Report is not given. 9. Extract of the Annual Return The extract of the Annual Return in form MGT-9 as on financial year ended 31st March, 2016, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure- A and forms an integral part of this Report.10. Directors and Key Managerial Personnel I) Directors Shri S L Pokhama retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. Shri Jitender Agarwal was appointed as an Additional Director of the Company on 30th July, 2015, whose office was vacated on the date of Annual General Meeting, held on 14th September, 2015. The Board has re-appointed Shri Jitender Agarwal as an Additional Director of the Company with effect from 14th September, 2015. In terms of Section 161 of the Companies Act, 2013, Shri Jitender Agarwal holds office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his name for the office of the Director of the Company. Shri G.M. Jain has resigned as Director of the Company with effect from 30* June, 2015 due to other professional commitments. The Board placed on record its appreciation for the services rendered by Shri G.M, Jain during his tenure as a Director of the Company. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. II) Key Managerial Personnel At present the Company does not have Key Managerial Personnel. III) Procedure for Nomination and Appointment of Directors The Nomination and Remuneration Committee is entrusted with the responsibility for developing competency requirement of the Board The Nomination and Remuneration Committee makes recommendations to the Board in relation to appointment of new Directors. IV) Criteria for Determining Qualification. Positive Attributes , and Independence of a Director The Nomination and Remuneration Committee has formulated the criteria for, determining qualifications, positive attributes and independence of Directors in terms of Section 178(3 ) of the Companies Act, 2013. The same is annexed as Annexure - B and forms an integral part of this Report 11. Board Meetings In the financial year 2015-16, the Board met five times. The Meetings were held on 29th May, 2015, 30th July, 2015, 14th September, 2015, 30th October, 2015 and 29th January, 2016. 12. Committees of the Board L - Audit Committee The Composition of Audit Committee is as under: i) Shri Ramchandra Anant Prabhudesai - Independent Director, Member, Chairman ii) Shri Narayanan Ramalingam - Independent Director, Member iii) Smt Geethaa Manish Ghaneckar—Non-Executive Director, Member In the financial year 2015-16, the Audit Committee met four times. The Meetings were held on 29th May, 2015, 30th July, 2015, 30th October, 2015 and 29th January, 2016, II. Nomination and Remuneration Committee The Composition of Nomination and Remuneration Committee is as under. i) Shri Narayanan Ramalingam - Independent Director, Member, Chairman ii) Shri Ramchandra Anant Prabhudesai—Independent Director, Member • iii) Shri S.L. Pokhama - Non-Executive Director, Member In the financial year 2015-16, the Nomination and Remuneration Committee met three times. The Meetings were held on 29th May, 2015, 30th July, 2015 and 14th September, 2015. III. Stakeholders Relationship Committee The Composition of Stakeholders Relationship Committee is as under: i) Shri R.K. Ganeriwala - Non-Executive Director, Member, Chairman ii) Shri Ramchandra Anant Prabhudesai - independent Director, Member iii) Shri Narayanan Ramalingam - Independent Director, Member In the financial year 2015-16, the Stakeholders Relationship Committee met three times. The Meetings were held on 7th May, 2015, 9th June, 2015 and 10th November, 2015. Attendance of Stakeholders Relationship Committee Members is as under. IV. Committee of Directors The Composition of Committee of Directors is as under: i) Shri R.K. Ganeriwala - Non-Executive Director, Member - ii) Shri S.L. Pokhama-Non-Executive Director, Member No meeting of Committee of Directors was held during the financial year 2015-16.- 13. Performance Evaluation Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual evaluation of its own performance, Board Committees and individual Directors. The performance evaluation was carried out after seeking inputs from ail the Directors and Committee Members on the basis of criteria adopted in this regard. The Board expressed their satisfaction with the evaluation process. 14. Particulars of Loans. Guarantees or Investments The Company has not given any Loan or Guarantee or acquired Investment falling within Section 186 of the Companies Act,2013. 15. Vigil Mechanism/whistle Blower Policy The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.pplsinvestments.com ). 16. Nomination and Remuneration Policy The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other Employees of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of the policy is given in Annexure - C and forms an integral part of this Report. 17. Related Party Transactions Ail transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. 18. Significant and Material Orders passed by the Regulator or Courts There are no significant and material orders passed by the Regulations / Courts that would impact the going concern status of the Company and Us operations in future. 19. Material Change and Commitments Pursuant to the provisions of Section 134(3)(i) of the Companies Act, 2013, there were no material changes and commitments which affects the financial position of the Company for the year under review. 20. Auditors I) Statutory Auditors Messrs. R.K. Khandelwal & Co., Chartered Accountants, who are Statutory Auditors of the Company, hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment for the Financial Year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from Messrs. RK. Khandelwal & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section. II) Secretariat Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Ashish Bhatt & Associates, a firm of Company Secretaries in Practice to undertake the Secret anal Audit of the Company. The Secretarial Audit Report is included as Annexure - D and forms an integral part of this Report. With respect to qualification on appointment of Key Managerial Personnel given in the Secretarial Audit Report it is informed that the Company is making its efforts with respect to appointment of suitable Key Managerial Personnel for the Company. 21. Auditors' Report There is no audit qualification or reservation or adverse remark or disclaimer made by the Auditor in the Auditors’ Report to the financial statements for the year under review. 22. Internal Control Systems Your Company has an effective internal control and risk-mitigation System, which are constantly assessed and strengthened with new/revised standard operating procedures. The internal audit is entrusted to M/s. S.K. Bhageria & Associates, Chartered Accountants, Mumbai. The Board is of the opinion that the present internal control systems are adequate and commensurate with the nature and size of the Company, 23. Risk Management The Company has adequate risk management measures which are implemented, developed, assessed, reviewed and strengthened from time to time. 24. Corporate Social Responsibility (CSR) Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Accounts) Rules, 2014 on corporate social responsibility is not applicable to the Company. 25. Deposits The Company has not accepted any deposits from the public under Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposit) Rules, 2014. 26. Particulars of Conservation of Energy. Technology Absorption, Foreign Exchange Earnings and Outgo As the Company had no manufacturing activities, information pursuant to Section 134(3)(m) of the Companies Act 2013 and Rule 8(3) the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is not applicable to the Company. 27. Managerial Remuneration and Particulars of Employees The Directors of the Company are not in receipt of any remuneration and also there is no employee in the Company. Hence there are no particulars under Section 197(12) of the Companies Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 required to be disclosed. 28. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 As there is no woman employee in the Company, no information has been reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 29. Directors' Responsibility Statement To the best of knowledge and belief and according to the information and exportation obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013: (i) that in the preparation of the Annual Accounts for the year ended March 31,2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (H) that the Directors had 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 March 31,2016 and of the profit of the Company for the year ended on that date; (iii) that 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; (iv) that the annual accounts have been prepared on a going concern basis; (v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (vi) that the Directors had devised proper Systems to ensure compliance with the provisions of ail applicable laws and that such Systems were adequate and operating effectively. 30. Acknowledgements Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents during the year under review. For and on behalf of the Board S.L. Pokharna Director DIN : 01289850 Jitender Agarwal Director DIN : 06373239 Place : Mumbai Date : May, 2016 |