Dear Members,
Your Directors have pleasure in presenting before you their 38th
Annual Report together with the Audited Financial Statements of the Company for the
Financial year ended 31st March, 2022.
FINANCIAL SUMMARY/HIGHLIGHTS
The financial summary of the Company for the year under review, based
on the standalone financial statements of the company, is given below for your
consideration:-
| PARTICULARS |
2021-22 (Amount in Rs Lakhs) |
2020-21 (Amount in Rs Lakhs) |
| Gross Income |
530,023.66 |
298,362.47 |
| Profit Before Interest and Depreciation |
3,001.94 |
2,132.27 |
| Interest |
15.16 |
6.61 |
| Profit after Interest before Depreciation |
2,986.78 |
2,125.66 |
| Provision for Depreciation |
184.71 |
222.77 |
| Exceptional Items |
64.23 |
304.72 |
| Net Profit Before Tax |
2,737.84 |
1,598.17 |
| Provision for Tax |
665.14 |
320.27 |
| Deferred Tax |
33.68 |
10.17 |
| Net Profit After Tax |
2,039.02 |
1,267.73 |
| Other Comprehensive Income/(Loss) (net of tax) |
(3.54) |
6.47 |
| Total Comprehensive Income (net of tax) (Transferred to
Reserves and Surplus) |
2,035.48 |
1,274.21 |
| Balance of Surplus brought forward |
40,265.45 |
38,991.24 |
| Reserves and Surplus |
42351.33 |
40315.85 |
| Proposed Dividend on Equity Shares |
Nil |
Nil |
For further details, kindly refer to the Financial Statements and
Management Discussion & Analysis Report annexed as Annexure D-3, which forms
part of this report.
STATE OF COMPANY?S AFFAIRS/ BRIEF DESCRIPTION OF THE
COMPANY?S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS IN TERMS OF SECTION 134
(3)(i) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5)(I) OF THE COMPANIES (ACCOUNTS)
RULES, 2014
The Company operates principally in three business verticals Foreign
Exchange, Tours & T ravels and International Money T ransfer. During the year under
review, Gross revenue from Foreign Exchange Services stood at Rs. 5266.26 Crores, Service
Charges on Foreign Exchange Services stood at Rs. 4.81 crores. In Tours & Travel
Segment, Turnover from Hotel Bookings & Packages stood at Rs. 61.61 Lakhs and Revenue
from other activities in the said segment stood at Rs. 118.10 Lakhs. Gross revenue from
International Money Transfer stood at Rs. 37.72 Lakhs. Other operating revenues stood at
Rs 7.50 Crores. The Profit before tax stood at Rs. 27.38 Crores and Profit after tax stood
at Rs. 20.39 crores after adjusting for deferred Tax. For further details, kindly refer to
the Financial Statements, Management Discussion & Analysis Report annexed as Annexure
D-3.
COVID-19
The COVID-19 pandemic, continued to be a global challenge, creating
disruption across the world. In the first three months of FY 2022, the second wave of the
pandemic created huge pressure on India?s medical infrastructure and affected the
individuals as well as businesses alike. The Company has been exercising all covid
protocols across its branch offices and has encouraged its work force and customers to get
vaccination and to adhere to the covid appropriate behavior.
ANNUAL RETURN
In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter
to be referred to as Act) the Annual Return as referred to in sub section (3) of Section
92 is available on the weblink https://www.paulmerchants.net/paulmerchants/annual-return/
NUMBER OF MEETINGS OF BOARD
The information in terms of Section 134(3)(b) of the Act is given
below:-
During the Financial year 2021-22, 4 (Four) Board Meetings were held
and 1 (One) Independent Directors meeting was held on 11-02-2022. The dates on which the
Board Meetings were held are 08-06-2021, 12-08-2021, 11-11-2021 and 10-02-2022. Further
details as required under Part C of Schedule V to the Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the
Corporate Governance Report, which is annexed as Annexure D-9, forming part of this
Report.
DIRECTORS? RESPONSIBILITY STATEMENT-
Pursuant to Section 134 (3) (c) read over with Section 134 (5) of the
Companies Act, 2013, your Directors 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 had selected such accounting policies and applied
them consistently and made judgments and estimates that were 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 of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) 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.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
FRAUDS REPORTED BY AUDITORS
In terms of Section 134 (3)(ca) of the Act, there are no frauds
reported by auditors under sub-section (12) of Section 143. Further, there are no frauds
reported by auditors to the Central Government.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
It is hereby stated in terms of Section 134 (3)(d) of the Act, that all
Independent Directors of the Company have given declarations that they meet the criteria
of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over
with Regulation 16(1)(b) and 25(8) of Listing Regulations. They have also given a
declaration that their respective names have already been included in the data bank
maintained by the Indian Institute of Corporate Affairs at Manesar and as such they are in
compliance of sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3)
of the Companies Act, 2013, the policy on appointment of Board Members including criteria
for determining qualifications, positive attributes, independence of a Director and the
policy on remuneration of Directors, KMPs and other employees is attached as Annexure
D-1 as Nomination and Remuneration Policy, which forms part of this report.
EXPLANATIONS OR COMMENTS BY THE BOARD IN TERMS OF SECTION 134(3)(f) ON
EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:-
(i) by the Auditor in his report:-
M/s RAJIV GOEL & ASSOCIATES (Firm Regn. No. 011106N), Chartered
Accountants, Chandigarh, were appointed as Statutory Auditors of the Company at the 36th
Annual General Meeting held on 29th September, 2020 for a term of five
consecutive years. The Auditors? Report being self-explanatory, requires no comments
from the Directors. Further, there are no reservations, qualifications, disclaimers,
adverse remarks or Modified opinion in the Audit Reports issued by them in respect of
Standalone as well as Consolidated Financial Statements of the Company for the Financial
Year 2021-22.
(ii) by the Company Secretary in practice in his Secretarial Audit
Report:-
Mr. Anil Negi, a Company Secretary in practice having CP no. 17213 and
Membership no. 46547 was appointed by the Board of Directors as Secretarial Auditor of the
Company for the financial year under review pursuant to Section 204 of the Companies Act,
2013. The Secretarial Audit Report submitted by him in the prescribed form mR-3 is annexed
as Annexure D-2 and forms part of this report.
There are no qualifications, reservations, adverse remarks or
disclaimer by the Secretarial Auditor in the Report issued by him for the financial year
2021-22 which call for any explanation from the Board of Directors.
Further, there is one material unlisted subsidiary of the Company M/s
Paul Merchants Finance (Pvt) Limited during the Financial Year under review. As such,
Secretarial Audit Report of the said material unlisted subsidiary has also been annexed to
this Report as Annexure D-2A as required under Regulation 24A of Listing
Regulations. There are no qualifications, reservations, adverse remarks or disclaimer by
the Secretarial Auditor in the Report issued by him for the financial year 2021-22 which
call for any explanation from the Board of Directors.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
Pursuant to Section 134(3)(g) of the Act, particulars of Loans,
Guarantees, Securities and Investments under Section 186 of the Act made during the
Financial Year 2021-22 are attached as Annexure D-4 which forms part of this
report. Further reference in this regard can be made to Note 2, 6, 9, 10, 37, 38 and 41 to
the Financial Statements for further details.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188(1) OF THE COMPANIES ACT, 2013
With reference to Section 134(3)(h) of the Act read over with Rule 8(2)
of the Companies (Accounts) Rules, 2014, all contracts and arrangements with related
parties under Section 188(1) of the Act, entered by the Company during the financial year
were on an arm?s length basis and in the ordinary course of business. In the opinion
of the Board, these transactions were justified to be executed because all the
transactions had been entered into in the ordinary course of business of the Company in
the furtherance of the business objectives. All the said transactions were done with prior
approval of the Audit Committee and the Board. The transactions entered into pursuant to
the omnibus approval of the Audit Committee were also placed regularly before the Audit
Committee for its review. All the said transactions do not attract the provisions of
Section 188 of the Companies Act, 2013 and as such, though not required under the said
Section, the details of these transactions are given in Form AOC-2 on voluntary basis,
annexed as Annexure D-5, which forms part of this report. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has also filed the reports on related party
transactions with the Stock Exchange.
During the year, the Company had not entered into any contract or
arrangement with related parties which could be considered ‘material? according
to the policy of the Company on Materiality of Related Party Transactions. Your attention
is also drawn to the Related Party disclosures set out in Note no. 41 of the Financial
Statements for further details, forming part of this Annual Report.
Details of transaction(s) of your Company with entity(ies) belonging to
the promoter/promoter group which hold(s) more than 10% shareholding in the Company as
required under para A of Schedule V of the Listing Regulations are NIL, as there is no
such entity. Further, the details of transactions with persons belonging to the
promoter/promoter group who hold(s) more than 10% shareholding in the Company, have been
included in form AOC-2, annexed as Annexure D-5 to this Report.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company?s website at
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/04/Related-Party-Transaction-Policy.pdf
RESERVES:-
Entire amount of Net Profit of Rs. 20,39,02,032/- and Other
Comprehensive loss of Rs. 3,54,190/- for the year has been transferred to the Reserves
under the head "Other
Equity" in the Balance Sheet. No amount has been transferred or
proposed to be transferred to any other reserves.
DIVIDEND:-
Your Directors have decided to reinvest the earnings in the growth of
business and for this reason, have decided to not to recommend any amount for declaration
of Dividend for the year under review. Hence, information required in terms of Section
134(3)(k) of the Act is Nil. The provisions regarding formulation of Dividend Distribution
Policy were not applicable to the company during the FY 2021-22.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments, effecting the Financial
position of the Company happening between the end of the Financial Year 2021-22, to which
the Financial Statements relate and date of this Report. Hence, information as required in
terms of Section 134(3)(l) of the Act is Nil.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
The requisite information in terms of Section 134(3)(m) of the Act read
over with Rule 8(3) of Companies (Accounts) Rules, 2014 has been given as per Annexure
D-6, annexed to this Report.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY IN TERMS OF SECTION 134(3)(n) OF THE ACT
The Company has in place a risk management policy for the company
including identification therein of elements of risk, if any, which in the opinion of the
Board may threaten the existence of the company and also the comprehensive risk assessment
and minimization procedures, which are reviewed by the Board periodically as per the Risk
Management Policy of the Company, framed in terms of the Companies Act, 2013 and
Regulation 17(9)(b) of the Listing Regulations. The Board oversees the preparation of Risk
Management Policy, reviews and monitors the same on regular basis and ensures to identify
and review critical risks on regular basis, to update the Risk management policy on
regular basis, to review key changes in critical risks and to issue instructions on the
same to the Management on an ongoing basis and such other functions as it deems fit. The
Company has formulated Risk Management Policy which provides an overview of the principles
of risk management, explains the approach adopted by the Company for risk management,
defines the organizational structure for effective risk management, develops a
"risk" culture that encourages all employees to identify risks and associated
opportunities and to respond to them with effective actions, identify, assess, manage and
mitigate existing and new risks including the elements of risk that may threaten the
existence of the Company, in a planned and co-ordinated manner with minimum disruption and
cost, to protect and preserve Company?s human, physical and financial assets. The
risks faced by the Company and their minimization procedures are assessed categorically
under the broad heads of High, Medium and Low risks. Further, the Company identifies risks
and control systems are instituted to ensure that the risks in each business process are
minimized/mitigated. The Board provides oversight and reviews the Risk Management Policy
periodically.
THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY
ON CORPORATE SOCIAL RESPONSIBILITY, INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION
134(3)(o) OF THE ACT:-
The details about the policy developed and implemented by the Company
on Corporate Social Responsibility initiatives taken during the year in the form of CSR
Policy is available on the website of the Company
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/07/CSR-Policy.pdf.
Further, in terms of Section 135 of the Companies Act, 2013, the Company has a duly
constituted CSR Committee of the Board and the said Committee had following composition as
on March 31,2022:-
| 1 Sh. Sat Paul Bansal |
Non Executive Non Independent Director, Chairman |
| 2 Sh. Rajneesh Bansal |
Managing Director, Member |
| 3 Sh. Vigyan Prakash Arora |
Non Executive Independent Director, Member |
| 4 Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
Other details of the CSR Committee and CSR Policy is furnished in the
Report on Corporate Governance, which is annexed as Annexure D-9 to this report.
The Annual Report on CSR activities undertaken by the Company during the year under review
is furnished in Annexure D-7, which forms part of this report.
A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF
THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN MADE IN
TERMS OF SECTION 134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OF THE COMPANIES (ACCOUNTS)
RULES, 2014:-
Pursuant to the applicable provisions of the Companies Act, 2013 and
the Listing Regulations, the Board, in consultation with its Nomination & Remuneration
Committee, has put in place a framework containing, inter-alia, the criteria for
performance evaluation of the entire Board of Directors of the Company, its Committees and
Individual Directors, including Independent Directors. Accordingly, following is the
criteria for evaluation:-
a. Criteria for evaluation of the Board of Directors as a whole:
(i) The Frequency of Meetings
(ii) Quantum of Agenda
(iii) Administration of Meetings
(iv) Flow and quantity of Information from the Management to the Board
(v) Number of Committees and their role.
(vi) Overall performance of the Company
b. Criteria for evaluation of the Board Committees:
(i) The Frequency of Meetings
(ii) Quantum of Agenda
(iii) Administration of Meetings
(iv) Flow and quantity of Information from the Management to the
Committee
(v) Role of Committees.
(vi) Contribution to the decision making process of the Board.
c. Criteria for evaluation of the Individual Directors including
Independent Directors;
(i) Experience and ability to contribute to the decision making process
(ii) Problem solving approach and guidance to the Management
(iii) Attendance and Participation in the Meetings
(iv) Personal competencies as per Chart given in the Nomination and
Remuneration Policy and contribution to strategy formulation
(v) Contribution towards statutory compliances, monitoring of controls
and Corporate Governance
(vi) The evaluation of independent directors shall be done by the
entire board of directors which shall include:-
(a) Performance of the directors; and
(b) fulfillment of the independence criteria as specified in the
Companies Act, 2013 and Listing Regulations and their independence from the management:
Provided that in the above evaluation, the directors who are subject to
evaluation shall not participate
The performance evaluation of all the Independent Directors shall be
done by the entire Board and while doing so, the Director subject to evaluation shall not
participate. On the basis of performance evaluation done by the Board, it will be
determined whether to extend or continue their term of appointment, whenever their
respective term expires.
Accordingly, the annual performance evaluation of the entire Board of
the Company, its Committees and Individual Directors, including Independent Directors has
been carried by the Board in its Meeting held on 12-05-2022 in terms of the provisions of
Section 134 (3) (p) of the Companies Act, 2013 read over with Rule 8(4) of Companies
(Accounts) Rules, 2014 and also in terms of Regulation 17(10) of the Listing Regulations
as per above criteria and the Board expresses its satisfaction over the performance of the
Board of the Company, its Committees and Individual Directors, including Independent
Directors. The performance evaluation of all the Independent Directors have been done by
the entire Board and while doing so, the Director subject to evaluation had not
participated. On the basis of performance evaluation done by the Board, it is determined
whether to extend or continue their term of appointment, whenever their respective term
expires.
The Independent Directors had met separately on 11-02-2022 without the
presence of Non-Independent Directors and the members of management and discussed,
inter-alia, the performance of non-Independent Directors and Board as a whole and the
performance of the Chairman of the Company after taking into consideration the views of
Executive and Non-Executive Directors.
The Nomination and Remuneration Committee has also carried out
evaluation of every Director's performance, performance of the entire Board of the Company
as a whole and all its Committees in its meeting held on 28-04-2022.
The Directors express their satisfaction over the evaluation process.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND
THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR
UNDER REVIEW
The information in terms of Rule 8 (1) of Companies (Accounts) Rules is
given below:- The Company has two Wholly Owned Subsidiaries namely:-
a. Paul Merchants Finance (Pvt) Ltd., which is engaged in the business
of Gold Loans, Business/personal loans, distribution of Insurance products and PPI
Instruments.
b. PML Realtors (Pvt) Ltd., which is engaged in buying and selling of
Real Estate Properties.
The Company has one Joint Venture (JV) Company in the name of M/s
Horizon Remit Sdn. Bhd. Malaysia. The Company holds 19.424% equity stake in the said Joint
Venture Company. Delphi World Money Limited (Formerly known as EbixCash World Money India
Limited and earlier as Weizmann Forex Ltd. (CIN L65990MH1985PLC037697) holding 19.424%
equity stake, Transcorp Enterprises Limited (CIN U65922RJ1995PLC010050) holding 20% equity
stake and Western Union Processing Limited, an Irish Limited Liability Company holding 40%
equity stake are the other partners in the said Joint Venture Company. The Company along
with other shareholders except Delphi World Money Limited has executed a Share Purchase
Agreement with Al Jadeed Investment International, Muscat, Sultanate of Oman for sale its
stake in the said JV Company and the said deal is subject to approval from Bank Negara,
Malaysia and Reserve Bank of India. While the approval of the Bank Negara, Malaysia has
already been received, approval of RBI is pending, though applied for.
During the FY 2021-22, the Subsidiary Company Paul Merchants Finance
(P) Ltd. achieved gross revenue of Rs. 84,78,42,554.08 as against previous year figures of
Rs. 62,90,80,125.49, registering a growth of 34.77% over previous year. Further, the said
Subsidiary Company achieved a Net profit after Tax of Rs. 20,97,64,397.50/- as against the
previous year figures of Rs. 19,78,22,103 /-.
During the FY 2021-22, the Subsidiary Company PML Realtors (P) Ltd.,
achieved gross revenue of Rs. 60,85,163.42/- as against previous year gross revenue of Rs
11,26,84,853.07/-. Further, the said Subsidiary Company achieved Net Profit after Tax of
Rs. 20,99,412.23 as against previous year figures of Rs. 86,03,293.48/- registering a
de-growth of 75.60% over previous year.
During the FY 2021-22, the Joint Venture (JV) Company M/s Horizon Remit
Sdn. Bhd. Malaysia achieved gross revenue of RM 1.08 Lakhs as against previous year gross
revenue of RM 12.44 Lakhs. Further, the JV incurred loss of RM 20.38 Lakhs. The
corresponding Loss during the previous year was RM 22.48 Lakhs. The financial year of the
JV Company ends on 31-12-2021 and accordingly, these figures have been arrived at on the
basis of unaudited financial information for the quarter ending March, 2022 and unaudited
Financial Statements for the period ended December, 2021.
During the FY 2021-22, the Joint Venture (JV) LLP M/s Paul Innovations
LLP achieved gross revenue of Rs. NIL. Further, the said JV incurred net loss of
Rs.282,646.96/- as against previous year?s figure of Rs. 5381/-.
During the FY 2021-22 up to 30.12.2021, the Joint Venture (JV) LLP M/s
Paul Tech Park LLP (earlier known as Paul & Singla Realtors LLP) achieved gross
revenue of Rs. 427,725/- as against previous year gross revenue of Rs. NIL, on account of
writing back of unsecured loans in the wake of strike off of this LLP. Accordingly, the
said JV achieved net profit of Rs.138183/- as against previous year loss of Rs. 139183/-.
The name of the said LLP has already been struck off in the records of the Registrar of
Companies pursuant to the resolution passed by it on 30.12.2021 for striking off its name
from the Register of LLPs.
On a consolidated basis, the revenue from operations for FY 2021-22 was
Rs. 5365.03 crore registering growth by 76.77 % over the previous year?s
revenue of Rs. 3,035.08 crore. The consolidated profit after tax (PAT) attributable to
shareholders and non- controlling interests for FY 2021-22 was Rs. 40.17 Crore as against
the previous year figures of Rs. 33.45 Crore, registering a growth of 20.09%. The
contribution by each Subsidiary/JV to the overall performance of the company during the
period under report is detailed below:-
| Name of the Company |
Share in profit or loss for
the year ending 31st March 2022 |
Share in profit or loss for
the year ending 31st March 2021 |
|
as %age of consolidated profit or loss |
Amount (Rs in Lakhs) |
as %age of consolidated profit or loss |
Amount (Rs in Lakhs) |
| Paul Merchants Limited |
49.05% |
2039.02 |
38.55% |
1,267.73 |
| Subsidiary Companies: |
|
|
|
- |
| Paul Merchants Finance Private Limited |
50.46% |
2097.64 |
60.16% |
1,978.22 |
| PML Realtors Private Limited |
0.51% |
20.99 |
2.62% |
86.03 |
| Joint Venture (Investment as per Equity Method): |
|
|
|
|
| M/s Horizon Remit BHD. SDN. , Malaysia |
|
0 |
-1.31% |
-43.16 |
| Paul Tech Park LLP |
0.01% |
0.46 |
-0.01% |
-0.46 |
| Paul Innovations LLP |
-0.03% |
-1.41 |
- |
-0.03 |
| TOTAL |
|
4156.70 |
|
3,288.34 |
| Adjustments arising out of consolidation |
|
-139.58 |
|
56.58 |
| TOTAL |
|
4017.13 |
|
3,344.93 |
Report on the performance and Financial position of the Subsidiary
Companies and Joint Venture Company in the specified format AOC-1 is annexed to the
Directors? Report as Annexure D-12.
CHANGE IN THE NATURE OF COMPANY?S BUSINESS
There is no change in the nature of Company?s business, during the
year under review. Hence, information required in terms of Rule 8(5)(ii) of the Companies
(Accounts) Rules, 2014 is nil.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR, IN TERMS OF RULE 8(5)(iii) OF THE COMPANIES (ACCOUNTS)
RULES, 2014
DIRECTORS
Smt Sarita Rani Bansal (DIN 00094504), who was liable to retire by
rotation, was re- appointed as Director by the Shareholders in their Annual General
Meeting held on 29- 09-2021.
Sh Sandeep Bansal (DIN 00094391), who was liable to retire by rotation,
was re- appointed as Director by the Shareholders in their Annual General Meeting held on
29- 09-2021. He resigned from his post on 18-10-2021 with immediate effect.
Mr. Inder Sain Negi (DIN 08947230) was appointed as an Independent
Director in the Annual General Meeting held on 29-09-2021, to hold office for a term
commencing from 12-11 -2020 and ending on 31 -10-2025.
Mr. Jeewan Lal Negi (DIN 09166359) was appointed as an Additional
Director by the Board of Directors of the Company on 08-06-2021 and was appointed as an
Independent Director in the Annual General Meeting held on 29-09-2021, to hold office for
a term commencing from 08-06-2021 and ending on 31-03-2026.
Mr. Sat Paul Bansal (DIN: 00077499) was appointed as a Non-Executive
Non Independent Director and Chairman of the Board by the Board of Directors of the
Company on 08-06-2021 and was appointed as such in the Annual General Meeting held on
29-09-2021.
Mr. Ritesh Vaid (DIN 09433856) was appointed as an Additional Director
in the capacity of a Designated Whole Time Director of the Company by the Board of
Directors of the Company on 10-02-2022 and was appointed as such by the Shareholders by
passing a Special Resolution by way of Postal Ballot by remote evoting on 29-03-2022.
Further, in accordance with the provisions of the Companies Act, 2013
and Articles of Association of the Company, Smt Sarita Rani Bansal (DIN 00094504) and Sh.
Sat Paul Bansal (DIN 00077499), Directors of the Company retire by rotation in the ensuing
Annual General Meeting and being eligible offer themselves for re-appointment.
Further details as to the Directors proposed to be
appointed/Remuneration of Directors to be revised and continuation of directorship on
attaining the age of 75 years in the ensuing Annual General Meeting of the Company are
given in the Explanatory Statement to the item no. 5 and 6 of the Notice.
The Brief Resumes and other details relating to the Directors who are
proposed to be appointed/re-appointed and whose remuneration is being fixed/varied, as
required to be disclosed under Regulation 36 of the Listing Regulations and per
Secretarial Standards- 2 form part of the Notice of Annual General Meeting.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 as on 31.03.2022 are as follows:-
| Sh. Rajneesh Bansal |
Managing Director |
| Sh. Rajesh Garg |
Chief Financial Officer |
| Sh. Hardam Singh |
Company Secretary |
During the year under review, Smt. Bhupinder Kaur had resigned from the
position of Chief Financial Officer and Key Managerial Personnel (KMP) of the Company on
10.01.2022 due to personal reasons and as per her request, she had been relieved on
08-02-2022. In her place, Sh. Rajesh Garg had been appointed by the Board of Directors of
the Company as Chief Financial Officer and Key Managerial Personnel (KMP) of the Company
w.e.f. 10-02-2022.
There was no other change (appointment or cessation) in the office of
KMPs during the year under review.
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR. IN TERMS OF RULE 8(5)(iiia) OF THE COMPANIES (ACCOUNTS) RULES.
2014
Mr. Jeewan Lal Negi (DIN 09166359) was appointed as an Additional
Director in the capacity of a Non Executive Independent Director of the Company by the
Board of Directors of the Company w.e.f. 08-06-2021. The Board do hereby state that in the
opinion of the Board, the said Independent Director hold integrity, expertise and
experience in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. Further,
as declared by the said Independent Director and as per the Certificate produced by him,
issued by Indian Institute of Corporate Affairs (IICA), he is exempt from undergoing the
online proficiency self-assessment test conducted by the Institute notified under
sub-section (1) of Section 150 of the Companies Act, 2013, based upon his past experience
as provided in Rule 6(4)(A) of the Companies (Appointment and Qualification of Directors)
Amendment Rules, 2020.
Further, Mr. Inder Sain Negi (DIN 08947230) was appointed as an
Independent Director in the Annual General Meeting held on 29-09-2021. The Board do hereby
state that in the opinion of the Board, the said Independent Director hold integrity,
expertise and experience in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules,
2014. Further, as declared by the said Independent Director and as per the Certificate
produced by him, issued by Indian Institute of Corporate Affairs (IICA), he is exempt from
undergoing the online proficiency self-assessment test conducted by the Institute notified
under sub- section (1) of Section 150 of the Companies Act, 2013, based upon his past
experience as provided in Rule 6(4)(A) of the Companies (Appointment and Qualification of
Directors) Amendment Rules, 2020
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW:-
The information as required in terms of Rule 8(5)(iv) of the Companies
(Accounts) Rules, 2014 is as under:-
No Company has become or ceased to be Company?s Subsidiary or
Associate during the year under review. The Company has following two Subsidiaries:-
a. Paul Merchants Finance (Pvt) Ltd. is the Wholly Owned subsidiary of
the Company. The said subsidiary is engaged in the business of Gold Loans,
Business/personal loans, Distribution of Insurance products and PPI Instruments.
b. PML Realtors (Pvt) Ltd. is the Wholly Owned subsidiary of the
Company. The said subsidiary is engaged in buying and selling of Real Estate Projects.
The Company has no Associate Company but is having a Joint Venture
Company in the name of M/s Horizon Remit Sdn. Bhd., Malaysia and M/s Paul Innovations LLP,
which is considered to be a Joint Venture in terms of Ind AS 110.
During the year under review, the Company was a partner in the LLP
named Paul Tech Park LLP, which has filed its application with ROC for striking off its
name on 28-01-2022 and has been struck off by the Registrar of Companies.
There is no other change in the Subsidiaries, Joint Ventures or
Associate Companies of the Company during the year under review.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the
Financial Year under review in terms of Chapter V of the Companies Act, 2013. As such
information in this regard and about deposits which are not in compliance with the
requirements of Chapter V of the Act, is nil. This information is in terms of Rule 8 (5)
(v) and Rule 8 (5) (vi) of Companies (Accounts) Rules, 2014.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed
by any Regulatory Authority, Court or Tribunal which shall impact the going concern status
and Company's operations in future. As such, the information in terms of Rule 8 (5) (vii)
of the Companies (Accounts) Rules, 2014 is nil.
DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
WITH REFERENCE TO THE FINANCIAL STATEMENTS, IN TERMS OF RULE 8 (5) (viii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014
Your Company has in place sound internal financial control system to
ensure that all assets are protected against loss from any unauthorised use and all
transactions are recorded and reported correctly. According to Section 134(5) (e) of the
Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and
procedures adopted by the company for ensuring the orderly and efficient conduct of its
business, including adherence to company?s policies, safeguarding of its assets,
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information.
The Company has a well placed, proper and adequate internal financial
control system, commensurate with the size, scale and complexity of its operations. The
scope and authority of the internal Audit function is well defined in the Organization.
The internal financial control system ensures that all assets are safeguarded and
protected, that the transactions are authorised, recorded and reported correctly, that the
business of the Company is conducted in an orderly and efficient manner, that frauds and
errors are prevented and detected, that the accuracy and completeness of the accounting
records is established and that reliable financial information is prepared in a timely
manner. The Company?s internal financial control system also comprises due
compliances with Company's policies and Standard Operating Procedures (SOPs) and
compliance with SEBI (Prevention of Insider Trading) Regulations. The compliance is
ensured by in-house Internal Audit Division, supplemented by Concurrent and Statutory
Audit. The Internal Auditors independently evaluate the adequacy of internal controls and
regularly audit the transactions. Independence of the audit and compliance is ensured by
regular supervision by the Audit Committee over Internal Audit findings. Significant audit
observations and corrective actions suggested are presented to the Audit Committee of the
Board on Quarterly basis.
The Internal Financial Control systems in place in the Company have
been reviewed by the Audit Committee on 11-05-2022 and by the Board of Directors of the
Company on 12-05-2022 and have satisfied themselves that the Internal Financial Control
systems in place in the Company are adequate.
DISCLOSURE AS TO COST AUDIT AND COST RECORDS
Maintenance of cost records as specified by the Central Government
under sub section (1) of Section 148 of the Companies Act, 2013 is not required by the
Company and as such the Cost Audit is also not applicable to the Company. This disclosure
is pursuant to Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors do hereby state in terms of Rule 8(5)(x) of the
Companies (Accounts) Rules, 2014 that the Company has complied with provisions relating to
the constitution of Internal Complaints Committee under the Sexual Harassment Of Women At
Workplace (Prevention, Prohibition And Redressal) Act, 2013 (14 of 2013) and has adopted a
policy for prevention of Sexual Harassment of Women at workplace. During the year under
review, the Company has not received any complaint of harassment.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no applications or proceedings under Insolvency and
Bankruptcy Code, 2016 in relation to the Company and therefore, information as required
under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014 for the year under review is
Nil.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There was no one time settlement with any Bank or Financial Institution
by the Company during the year under review and as such, information required under Rule
8(5)(xii) of the Companies (Accounts) Rules, 2014 is Nil.
DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE
SENIOR MANAGEMENT PERSONNEL
The Annual Report of the Company contains a Declaration by the Managing
Director in terms of Para D of Schedule V to the Listing Regulations on the declarations
received from the Directors and the Senior Management personnel affirming compliance with
the
Code applicable to them during the year ended March 31, 2022. This
Declaration has been given as Annexure D-8 to this Report.
REVIEW OF LEGAL COMPLIANCE REPORTS
During the year, the Board periodically reviewed compliance reports
with respect to the various laws applicable to the Company, as prepared and placed before
it by the Management.
MAXIMUM TENURE OF INDEPENDENT DIRECTORS
The maximum tenure of independent directors is in accordance with the
Companies Act, 2013 and Regulation 25(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The maximum tenure in one term of appointment of an
Independent Director does not exceed 5 years and for two terms put together does not
exceed 10 years in the Company.
SHARE CAPITAL
a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with Differential Rights during
the year under review.
b. ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any Sweat Equity shares or Employee Stock
Options during the year under review.
The Authorized Equity Share Capital of the Company as on 31st
March, 2022 was Rs. 2,00,00,000/- (Rupees Two Crores Only) and paid up Equity share
capital was Rs. 1,02,80,000/- (Rupees One Crore Two Lakhs Eighty Thousand Only).
Further there was no buy back of its own shares by the Company and
there was no other change in the share Capital of the Company during the year under
review.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
On 24-06-2022, a fire incident had occurred at the Registered office
premises of the Company known as DSM 335, 336, 337, 3rd Floor, DLF Tower, 15, Shivaji
Marg, Najafgarh Road, New Delhi -110015, in which some of the Statutory Records/Minutes,
Registers of the Company had got burnt. The fire had been doused by the Employees of the
Company using Fire Extinguishers installed in the said office and Fire Brigade Service had
also been called in. No loss of other infrastructure in the office or personal injury had
occurred. An Intimation in this regard had been filed with the Stock Exchange on the same
day under Regulation 30 of the Listing Regulations.
There are no other events to be reported under this head.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of
Corporate Governance and is in compliance with the Corporate Governance Regulations as
laid out in the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. As required under Regulation 34 (3) read with Part C of
Schedule V to the Securities & Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is annexed
herewith as Annexure -D-9 and forms a part of this Report.
A Compliance Certificate from Mr. Kanwaljit Singh Thanewal, a Company
Secretary in practice having CP no. 5870, confirming compliance with the conditions of
Corporate Governance by the Company is also annexed to this Report as Annexure -D-10 as
required under Part E of Schedule V to the Securities And Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
BUSINESS RESPONSIBILITY REPORT
Regulation 34 (2) (f) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to
the Company because the Company is not among top 1000 listed entities based on market
capitalization as on 31-03-2022.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report for the year under review,
as stipulated under Part B of Schedule V to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section as Annexure D-3, forming part of this Report.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES:-
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1), 5 (2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure
D-11 which forms part of this report.
DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME
DIRECTOR
A sum of Rs. 85,00,000/- (Rupees Eighty Five Lakhs Only) has been paid
to Mr. Rajneesh Bansal, Managing Director of the Company, as commission for the Financial
Year 2021- 22 on the decision and recommendation of the Nomination and Remuneration
Committee of the Company.
Further, no managing or whole-time director of the company, who is in
receipt of Commission from the Company Paul Merchants Limited is receiving any
remuneration or commission from any subsidiary company of Paul Merchants Limited and the
Company has no holding company. As such, information required in terms of Section as
197(14) of the Companies Act, 2013 is NIL.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in enclosing the Consolidated Financial
Statements of Paul Merchants Limited consolidating the financials of its Wholly Owned
Subsidiary Companies Paul Merchants Finance (Pvt) Ltd and PML Realtors (Pvt) Ltd., the
Joint Venture Company M/s Horizon Remit Sdn. Bhd., Malaysia as required by Section 129(3)
of the Companies Act, 2013 (Act) and Listing Regulations. Further, the consolidation of
Financial Statements has also been done with Paul Innovations LLP for the full Financial
Year 2021 - 22 and with Paul Tech Park LLP till 31.12.2021 in terms of Ind AS 110. The
name of the said LLP i.e. Paul Tech Park LLP has been struck off in the records of the
Registrar of Companies pursuant to the resolution passed by it on 30.12.2021 for striking
off its name from the Register of LLPs. The said Consolidated Financial Statements are
prepared in accordance with the applicable Indian Accounting Standards.
INDIAN ACCOUNTING STANDARDS, 2015
The annexed financial statements for the Financial Year 2021-22 and
corresponding figures for the Financial Year 2020-21 comply in all material aspects with
Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013
(the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant
provisions of the Act.
AUDIT COMMITTEE
Your Directors wish to inform that in Compliance with Section 177 of
the Companies Act, 2013 and Regulation 18 of Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, an Audit Committee of
the Board is duly constituted. The Audit Committee as on March 31, 2022 comprises of the
following Independent Directors:-
| Shri. Vigyan Prakash Arora |
Non Executive Independent Director, Chairman |
| Shri Dilbag Singh Sidhu |
Non Executive Independent Director, Member |
| Shri Ajay Arora |
Non Executive Independent Director, Member |
| Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
Details of the Audit Committee have been given separately in the
Corporate Governance report, which is annexed herewith as Annexure D-9. Further,
all recommendations of Audit Committee were accepted by the Board of Directors.
NOMINATION & REMUNERATION COMMITTEE
In terms of Regulation 19 of Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the
provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration
Committee of the Board is duly constituted. As on March 31, 2022 the Committee comprised
of the following Directors:-
| Sh. Dilbag Singh Sidhu |
Non Executive Independent Director, Chairman |
| Sh. Inder Sain Negi |
Non Executive Independent Director, Member |
| Shri. Vigyan Prakash Arora |
Non Executive Independent Director, Member |
| Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
The details of Remuneration Policy and further details of this
Committee are furnished in the Report on Corporate Governance, which is annexed as Annexure
D-9 to this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Regulation 20 of Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the
provisions of Section 178 (5) of the Companies Act, 2013, the Stakeholders Relationship
Committee of the Board is duly constituted. As on March 31, 2022 the Committee comprised
of the following Directors:-
| Sh. Vigyan Prakash Arora |
Non Executive Independent Director, Chairman |
| Sh. Rajneesh Bansal |
Managing Director, Member |
| Sh. Sat Paul Bansal |
Non Executive Non Independent Director, Member |
| Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
Other details of the Committee have been given separately in the
Corporate Governance report, which is annexed herewith as Annexure D-9.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
There is no change in the Capital Structure of the Company during the
year under review. The Shares of the Company are listed and traded at BSE Ltd under scrip
code 539113.
VIGIL MECHANISM
The Company has established a Vigil Mechanism cum Whistle Blower Policy
in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 4
(2) (d) and Regulation 22 of Listing Regulations. The details of the said Vigil Mechanism
cum Whistle Blower Policy is given in the Corporate Governance Section, which is appended
to this Report as Annexure D-9. The Vigil Mechanism cum Whistle Blower Policy is
also available on the Company?s website under weblink
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2021/08/Vigil-
Mechanism-policy-07-02-2019.pdf
COMMITTEES OF BOARD
Pursuant to requirement under Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has
constituted various Committees of Board such as Executive Committee, Audit Committee,
Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate
Social Responsibility Committee. The details of composition and terms of reference of
these Committees are mentioned in the Corporate Governance Report.
INDUSTRIAL RELATIONSHIPS-
Relations between the Management and the employees at all levels have
been cordial and the Directors wish to express their appreciation for the cooperation and
dedication of the employees of the Company.
HUMAN RESOURCES DEVELOPMENT
The Company has always believed that the people form the foundation of
its success and continued growth. In all our pursuits, the Human resources are treated as
one of the key strengths playing a critical role in every walk of our business. It will be
a proud statement to make that the work force of the Company is a strategic business
partner aligned with the business requirements of the Company. In the wake of ever rising
quality demands of the customer coupled with our long term vision to expand exponentially
in the coming years, it has become imperative to build a proactive, smart and energized
work force. At the Company, it has always been our endeavor to align our work force with
the cultural set up of the Organization and safety and welfare of the people has always
been our priority. The Company has a dynamic and robust performance evaluation system in
place through which personal growth objectives of the employees are aligned with the
organizational long term objectives so that people grow with the Company. As on 31-03-
2022, the Company has 348 people on its rolls.
COMPLIANCE
The company has devised proper systems to ensure compliance of all laws
applicable to the company and the compliance reports issued by the Departmental Heads
along with the report of the Company Secretary under Section 205 of the Companies Act,
2013 are placed before the Board every Quarter confirming compliance by the Company with
all applicable Laws. In addition, the Internal Audit and Concurrent Audit helps the
Company gauge its levels of Compliance on ongoing basis and to take corrective steps,
wherever needed.
COMPLIANCE WITH LISTING REGULATIONS -
The equity shares of the company are listed on BSE Ltd (BSE). The
Company has in place the following Policies as required under Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:-
1. ‘Policy for Preservation of Documents? under Regulation 9
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
2. ‘Archival Policy? under Regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The web link of ‘Archival
Policy? is
http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2018/07/Policy-
on-Archival-of-Records.pdf
3. ‘Policy on Criteria for determining Materiality of
events/information? under Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The web link of the ‘Policy on determining of
Materiality? is
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/08/Policy-
on-Determination-of-Materiality.pdf
The company has already paid listing fees for the Financial Year
2022-23 to BSE Ltd. and has also paid the Annual Custodial fee for the Financial Year
2022-23 to the Depositories. The said Fees for the Financial Year 2021-22 were also paid
duly within time.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.
INSIDER TRADING:
The Board of Directors of the Company have adopted the Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
The said Code has been posted on the Website of the Company www.paulmerchants.net.
Further, the Board has also adopted the Code Of Conduct To Regulate, Monitor And Report Of
Trading By Designated Persons and Their Immediate Relatives in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
trading Code of the company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The said codes were duly adhered to during the year under
review.
CEO/CFO CERTIFICATION
In accordance with the Regulation 17 (8) read with Part B of Schedule
II to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Rajneesh
Bansal, Managing Director and Mr. Rajesh Garg, Chief Financial Officer (CFO), have issued
a certificate as per the said Regulation for the year ended March 31,2022. As the Company
has no post of Chief Executive Officer (CEO), the said Certificate has been issued and
signed by the Managing Director along with CFO of the Company. The said certificate forms
an integral part of this Report, annexed as Annexure D-13. The certificate has been
reviewed by the Audit Committee and taken on record by the Board of Directors of the
Company.
DEMATERIALIZATION OF SHARES
The Company?s equity shares are in compulsory Demat mode in terms
of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL.
About 98.68% of the issued shares of the Company are already in dematerialized form as on
31-03-2022. M/s Alankit Assignments Limited, New Delhi are acting as the Registrar and
Share Transfer Agents for this purpose and acts as common agency and all activities in
relation to share transfer facility are maintained by them in terms of Regulation 7 (2) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Members are requested to note that, dividends if not encashed for a
period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are
liable to be transferred to the Investor Education and Protection Fund ("IEPF").
Further, all the shares
in respect of which dividend has remained unclaimed for 7 consecutive
years or more from the date of transfer to unpaid dividend account shall also be
transferred to IEPF Authority. In view of this, Members are requested to claim their
dividends from the Company, within the stipulated timeline. Your Company did not have any
funds lying unpaid or unclaimed for a period of seven years as on 31 -03-2022. Therefore
there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company shall
make requisite compliances for the FY 2021-22 as per the said Rules at appropriate time.
FINANCIAL STATEMENTS
Annual Report 2021-22 of the Company containing Standalone as well as
Consolidated Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, other
statements and notes thereto, prepared as per the requirements of Schedule III to the
Companies Act, 2013, Directors? Report (including Management Discussion and Analysis
Report and Corporate Governance Report) is being sent via email to all shareholders who
have registered email address(es). Full version of Annual Report 2021-22 is also available
for inspection at the Registered office of the Company during working hours up to the date
of ensuing Annual General Meeting (AGM). It shall also be available at the Company's
website www.paulmerchants.net, on the website of the Stock Exchange i.e. BSE Limited at
www.bseindia.com and on the website of CDSL (agency for providing the Remote e- Voting
facility and e-voting system during the AGM/EGM) www.evotingindia.com. The Notice of the
AGM shall also be available at the website of CDSL www.evotingindia.com.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere appreciation to valued
Clients, Reserve Bank of India, Bankers, Government Agencies and Employees of the company
for their continued support & co-operation.
| For & On Behalf of the Board |
|
| (RAJNEESH BANSAL) |
|
| MANAGING DIRECTOR |
For & On Behalf of the Board |
| (DIN 00077230) |
(RITESH VAID) |
| PLACE: CHANDIGARH |
WHOLE TIME DIRECTOR |
| Date: August 10, 2022 |
(DIN 09433856) |
