DIRECTORS' REPORT To, The Members, Premium Capital Market and Investments Limited The Director's take pleasure in presenting the 23rd Annual report on the business and operations of the Company and its financial results for the year ended on 31st March, 2015. DIVIDEND: Looking into the business losses suffered by the Company, it is not possible for the management to recommend any dividend for the year under review. REVIEW ON OPERATIONS: During the Financial Year 2014-15, the Company has incurred loss of Rs.0.03 Lacs which is at par as the loss in last year was due to making provision of Rs. 119.61 lacs for doubtful debts otherwise there was profit of Rs.0.06 lacs. The company's fund blocked with sundry debtors and advances made by the company, for which necessary legal proceedings were already initiated by the Company which are under various stages, therefore necessary provisions were created. Though, in absence of the liquidity of funds the Company could generate better comparatively results during the year under review. RISK MANAGEMENT POLICY AND ITS INTERNAL ADEQUACY: The Company has reasonable system of internal control comprising authority levels and the powers, supervision, checks, policies, and the procedures. The Audit Committee consists of Shri Shivdatt Bohra (Chairman of the Audit Committee), Shri Sumerchand Jain (Director) & Shri Vinay F. Kothari (Director). The Company has hired the services of a M/s. Dinesh Yadav & Co., Practicing Chartered Accountant firm, to function as independent internal auditors and to assist the management in effective discharge of its responsibilities by furnishing it with findings, observations and pertinent comments, checking adequacy of internal controls, adherence to regulatory compliance and company's policies and procedures, analysis and recommendations concerning the activities covered for audit and conducting a review of it during the year. Findings of internal audit reports and effectiveness of internal control measures is reviewed by top management and audit committee of the Board. The said Committee review the adequacy of internal control system and the Compliance thereof. Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The committee also reviewed the internal control system during the year. SHARE CAPITAL a LISTING: The Equity Share of the Company can also be kept in Electronic form, your Company has obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and National Securities Depository Ltd (NSDL) to provide facilities to all members and investors to hold the Company's shares in Dematerialized form. Company's Equity Shares are listed with the Stock Exchange, Mumbai, M.P. a Ahmedabad. In view of the SEBI (Delisting of Securities) Guidelines, 2003 application has been made with the M.P. and Ahmedabad Stock Exchange for delisting which is under consideration. Therefore, Company Shares will be listed only with the BSE, where the Equity shares of the Company being traded generally. Your Company is regular in payment of Annual Listing Fee to the Stock Exchange. DIRECTORS: The Board consists of executive & non-executive directors including independent director who have wide a varied experience in different disciplines of corporate functioning. Shri S.K.Bandi (Din 00789385), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors of the Company appointed Dr.Sushma Bandi as Additional Director of the company w.e.f. 31st March 2015 in compliance of proviso to Section 149(1 )(b) and clause 49 of the listing agreement. Dr. Sushma Bandi will hold the office as Director up to the date of 23rd Annual General Meeting and is eligible for appointment. The Company has received from a member a Notice in writing in terms of Section 160 of the Companies Act, 2013 signifying his intention to propose the appointment of Dr. Sushma Bandi as a Director on the Board of Directors of the Company at the forthcoming Annual General Meeting BOARD INDEPENDENCE: Our definition of "independence" of directors is derived from clause 49 of the listing agreement with stock exchanges and section 149(6) of the companies Act, 2013. The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of Independence as prescribed both under the Act and clause 49 of the listing agreement with the stock exchange. NUMBER OF MEETINGS OF THE BOARD: The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report. PUBLIC DEPOSITS: The Company did not accept any public deposits during the year under review. SUBSIDIARIES: The Company does not have any subsidiary. REPORT ON CORPORATE SOCIAL RESPONSIBILITIES: The provisions of Section 135 of The Companies Act, 2013 is not applicable to the company hence the report on corporate social responsibilities is not required to be annexed. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYCOMPANY: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to Financial Statements. WHISTLE BLOWER POLICY: The Company has a Whistle Blower Policy to report genuine concerns or grievances. REMUNERATION AND NOMINATION POLICY: The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy are explained in the Corporate Governance Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO: In view of the nature of activities which are being carried on by the Company, Rule 8(3)A and B of the Companies (Accounts) Rules, 2014, concerning conservation of energy and technology absorption respectively are not applicable to the Company. However as per Rule 8(3)C, Expenditure & Earning's in foreign currency is Nil in current year as well as in previous year. DIRECTORS RESPONSIBILITY STATEMENT: In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act, 2013, your directors State that: In the preparation of accounts, the applicable accounting standards have been followed. Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2015 and the Statement of Profit / Loss of the company for the year ended on that date. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities. The annual accounts of the company have been prepared on a going concern basis. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and There is a proper system to ensure compliance with the provisions of all applicable laws and those systems are adequate and operating effectively. AUDITOR'S REPORT: The Auditors in their report have referred to the Notes forming part of the Accounts, considering the principle of the materiality; the notes are self-explanatory and need no comments. AUDITOR: Pursuant to the provisions of section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules framed there under, as amended from time to time the appointment of M/s. Airen & Saluja, Chartered Accountants (Firm Registration No. 101249W), as Auditor of the company approvedJjy the shareholders at the 22nd Annual General Meeting, for the term of three years, i.e. till the conclusion of 25th Annual General Meeting, which was subject to ratification at every AGM. As required under the provisions of section 139 of the Companies Act, 2013, the Company has obtained written confirmation from the M/s. Airen & Saluja, Chartered Accountants (Firm Registration No. 101249W) that their ratification of appointment, if made, would be in conformity with the limits specified in the said Section. In view of the above and based on the recommendation of the Audit Committee, the Board of Directors recommends ratification of appointment of, M/s. Airen & Saluja Chartered Accountants (Firm Registration No. 101249W) as the Statutory Auditors of the Company for a period of to hold office from the conclusion of this AGM till the conclusion of 25th AGM of the Company, subject to ratification of their appointment by the Members at every AGM held after this AGM. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report covering the matters listed in Clause 49 of the Listing Agreement for the year under review is given as a separate statement in the Annual Report. CORPORRATE GOVERNANCE: Your directors reaffirm that the Company has complied with the corporate governance norms as stipulated under the provisions of the listing agreement entered into with the stock exchanges and prescribed by the Securities and Exchange Board of India (SEBI). A Certificate from Auditor confirming compliance to the corporate governance requirements by the Company is attached to this report. A detailed report on corporate governance as stipulated in clause 49 of the listing agreement is included in the Annual Report. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual return in form MGT-9 is annexed herewith as "Annexure A". PERSONNEL: The Company continued to have cordial relationship with its employees during the year under review. PARTICULARS OF EMPLOYEES: The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable since, none of the employee of the Company is drawing remuneration exceeding the limits prescribed therein SECRETARIAL AUDIT: Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 the company has appointed CS Varun Bhomia, Practicing Company Secretary (Membership No. 28617, CP No. 10561) to undertake the secretarial audit of the company. The above report is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining the subject report may write to the Company at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company? 21 days before the 23rd Annual General Meeting and up to the date of the ensuing Annual General Meeting during business hours on working days. The Secretarial Auditor in his report has made following qualifications: 1. The Company has failed to comply with the provisions of Section 203 of The Companies Act, 2013 and The Listing Agreement, in relation to the appointment of Company secretary as Key Managerial Personnel and Compliance Officer of the Company and also failed to appoint managing director or Chief Executive Officer or manager and in their absence, a whole time Director of the company. However the management of the Company explained that the company has made reasonable search for making the appointment of company secretary in whole time employment but fails to appoint the same, thus the management of the company has appointed Smt. Sheetal Gurjar as the compliance officer of the company and has intimated the same to the stock exchange. Since the Company is not in operation for last few years therefore it is not in a position to appoint a whole time director and Mr. S.K. Bandi, Chartered Accountant is presently managing the affairs of the Company. ° 2. According to the provisions of Section 149(13) of The Companies Act, 2013, Independent director of the company is not liable to be retire by rotation, but the company has made such retirement in its Annual General Meeting held on 27th September 2014, which is against the provisions of the Act. The management of the company explains that the independent director was appointed in accordance with the provisions of the Listing Agreement as The Companies Act, 1956 was silent in this regard. However company further states that it will comply the said provision in the ensuing AGM. The Board's clarification on the above qualifications are as follows: 1. Response to Qualification (1): The company has made reasonable search for making the appointment of company secretary in whole time employment but fails to appoint the same as the company is not in effective operation since last few years therefore is not in a position to pay higher remuneration, however the management of the company has appointed Smt. Sheetal Gurjar as the compliance officer of the company and has intimated the same to the stock exchange. (2): The company is not in operation since last few years therefore is not in a position to appoint and afford the whole time directors CFO. However CA. S.K. Bandi is presently managing the affairs of the company. 2. Response to Qualification (2): independent director was appointed in accordance with the provisions of the Listing Agreement as The Companies Act, 1956 was silent in this regard and company will take care of the said provision of section 149(13) of the companies act 2013 in the ensuing AGM. CEO / CFO certification As required under Clause 49 V of the Listing Agreement with the BSE, the CEO/CFO certificate for the financial year 2014-15 signed by Mr. Jeevan Goyal, CFO was placed before the Board of Directors at their meeting held on 28th August, 2015. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with the promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large and hence, enclosing of form AOC-2 is not required, suitable disclosures as required byAS-18 has been made in notes of financial statement. PREVENTION OF INSIDER TRADING: The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the company. The code requires pre-clearance for dealing in the company's shares and prohibits the purchase or sales of company shares by the Directors and designated employees by in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The compliance officer is responsible for implementation of the code. All Board of Directors and designated employees have confirmed compliances with the code. GENERAL: Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: Details relating to deposits covered under chapter V of the Companies Act, 2013. • Issue of equity shares with the differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the company under any scheme. No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status any company's operation in future. Your Director further state that as required by the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board. ACKNOWLEDGEMENT: Your Director wish to place on record their sincere appreciation and acknowledge with the gratitude forth assistance, co-operation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the Company and look forward for their continued support. By Orders of the Board For Premium Capital Market and Investments Ltd. Premium Capital Market and Investments Ltd. 401,Starlit Tower , 4th Floor 29, Y.N. Road, Indore(M.P.)-452003 CIN-L67120MP1992PLC007178 S.K.Bandi Director/Chairman DIN: 00789385 Place : Indore Date : 28th August 2015 |