To:
The Members of Pro Fin Capital Services Limited
Your Directors have pleasure in presenting their 32nd Annual Report and the
audited financial statements for the financial year ended 31st March 2023
1 Financial Results
The summarized financial results for the financial year ended 31st March
2023 are presented below:
Rs. In Lakhs
Details |
Financial year ended 31st March 2023 (stand alone) |
Financial year ended 31st March 2022 (stand alone) |
| Income |
2014.83 |
2670.29 |
| Profit before tax |
134.00 |
629.27 |
| Taxation |
46.00 |
150.05 |
| Profit for the year |
55.64 |
376.65 |
Balance brought forward previous year (loss) |
84.53 |
-292.12 |
Less: Dividend proposed including dividend distributioin tax |
|
|
| Balance carried to balance sheet |
140.17 |
84.52 |
• Performance Highlights
The Income during the financial year ended 31st March 2023 is 2014.83 Lakhs
compared to Rs. 2670.29 Lakhs. The Profit for the year for the financial year ended 31st
March 2023 is Rs. 55.64 lakhs compared to Rs. 376.65 lakhs in the previous year.
• Dividend and Reserves
Board of Directors of the Company does not recommend any dividend for the year under
consideration. No amount is transferred to General reserves for the financial year
2022-23.
• Share Capital
During the year under review, The share of face value of Rs. 10 per share was split
into 10 shares of Rs. 1 each.
After split, bonus shares were issued and allotted on 02.05.2022 in the ratio of 2
bonus shares for every share held.
The Paid-up share Capital of the Company stood at Rs. 212007000 consisting of 212007000
equity shares of Rs. 1/ each after split and bonus issue.
2. Change In Nature Of Business, If Any:
During the year under review there is no change in nature of business.
3. Finance & Accounts
The Company prepares its financial statements in accordance with the requirements of
the Companies Act 2013(hereinafter referred as "the Act" or "Act") and
the Generally Accepted Accounting Principles (GAPP) as applicable in India. The financial
statements have been prepared on historical cost basis in conformity with the Indian
Accounting Standards ("Ind AS"). The estimates and judgments relating to the
financial statements are made on a prudent basis so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company's state
of affairs, profits and cash flows for the financial year ended 31st March 2023.
4. NBFC registration with RBINBFC registration with RBI
During the year under report, the Company continues to be registered with RBI as an
NBFC.
5. Subsidiaries and Associate Company
The Company is not a subsidiary of any company, nor does it have any subsidiaries and
it has not entered into any Joint Venture nor has any Associate Company during the year.
6. Statement On Annual Evaluation Of Board, Committee And Its Directors
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of
the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Board
has carried out an evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Stakeholder Relationship and Nomination
& Remuneration Committees. A separate exercise was carried out to evaluate the
performance of individual Directors who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of
Non-Independent Directors was carried out by Independent Directors. The Directors
expressed their satisfaction with the evaluation process
7. 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.
Remuneration Policy is available on company's website www.profincapital.co.in
8. Board of Directors
The Board of Directors of the Company is duly constituted.
Mr. AnupamGupta retires by rotation and being eligible offers himself for
reappointment. Appropriate resolution for his re-appointment is being placed for the
approval of the shareholders of the Company at the ensuring AGM.
9. Key Managerial persons
The following are the key persons during the year under report.
| Name |
Designation |
| Anupam Gupta |
Managing Director |
| Abhay Gupta |
Whole Time Director |
| Atul Kumar |
Independent Director |
| Manav Kumar |
Independent Director |
| Neeraj Arora |
Director |
| Neelam |
Independent Director |
10. Meetings of Board of Directors
The Meetings of the Board of Directors are scheduled well in advance and held at the
Registered Office of the Company at Borivali. The notice confirming the meeting and the
detailed agenda is sent well in advance to all the Directors. During the year under
report, the Board met 16 (Sixteen) times on 02.05.2022, 06.05.2022, 30.05.2022,
08.08.2022, 19.08.2022, 22.08.2022, 08.09.2022, 01.10.2022, 28.10.2022, 15.11.2022,
02.01.2023, 30.01.2023, 13.02.2023, 14.02.2023, 24.02.2023, and 08.03.2023
11. Audit Committee
The Audit Committee consists of two independent directors and the CFO, namely:
1) Mr. Atul Kumar
2) Mr. Manav Kumar
3) Mr. Abhay Gupta CFO
During the year, the Audit Committee met 9 times on 02.05.2022, 06.05.2022, 30.05.2022,
08.08.2022, 08.09.2022, 15.11.2022, 02.01.2023, 13.02.2023 and 14.02.2023.
12. Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of two independent directors and the
CFO, namely:
1) Mr. Atul Kumar
2) Mr. Manav Kumar
3) Mr. Abhay Gupta CFO
During the year, the Nomination and Remuneration met Two time on 02.01.2023 and
13.02.2023.
13. Internal Financial Controls:
The Company has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy
and completeness of the accounting records and timely preparation of reliable financial
disclosures.
13. Listing of shares on BSE
During the financial year under report, the equity shares issued by the company
continue to be listed on BSE. The Listed Capital of the Company is 212007000 at the face
value of Rs. 1/- each.
14. Extract of Annual Return
The extract of Annual Return in Form MGT 9, as required in section 92 of the Companies
Act, 2013, as at 31st March 2023, can be accessed by clicking at the following
linkwww.profincapital.co.in/downloads.php
15. Vigil Mechanism / Whistle Blower Policy
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.The Company has established a vigil mechanism to be known as the
‘Whistle Blower Policy' for its Directors and employees to report instances of
unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct. The aim of the policy is to provide adequate safeguards against victimization of
whistle blower who avails of the mechanism and also provide direct access to the Chairman
of the Audit Committee, in appropriate or exceptional cases.Accordingly, ‘Whistle
Blower Policy' has been formulated with a view to provide a mechanism for the Directors
and employees of the Company to approach Chairman of the Audit Committee of the
Company.The purpose of this policy is to provide a framework to promote responsible and
secure whistle blowing. It protects employees willing to raise concerns about serious
irregularities within the Company.
16. 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 sale of Company's shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code. The Companies Code of Conduct is available on
companies Website,
17. Particulars of loans, guarantees or investments by the Company
The particulars of loans are mentioned in the Auditors note relating to related party
transactions during the year.
18. Significant and material orders passed by the Regulators or Courts
There are no significant and material orders passed by the regulators or courts against
the Company during the year.
19. Material Changes Affecting The Financial Position Of The Company:
There have not been any material changes and commitment affecting the financial
position of the Company during the financial year 2022-23.
20. Directors responsibility statement
To the best of knowledge and belief and according to the information and explanation
obtained by them, your directors make the following statement in terms of section 134 (3)
(c) read with section 134(5) of the Companies Act, 2013 in preparation of the Annual
Accounts for the year ended on March 31, 2023 and state that:
(i) That in preparation of annual accounts for the year ended 31st March
2023 the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) 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 31st March 2023 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 have devised proper systems to ensure compliance with the
provisions of all applicable law and that such systems were adequate and operating
effectively
21. Statement On Declaration By Independent Director:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing
Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.
22. Statutory auditors
M/s. Mohandas & Co, Chartered Accountants was appointed as a statutory auditors of
the Company in the board meeting held on 13.02.2023.
Your directors request your approval to appoint them as statutory auditors of the
Company to hold office from Conclusion of this AGM till the conclusion of 37th
AGM.
23. Cost Audit
The provisions of the Companies (Cost Records and Audit) Rules 2014 are not applicable
to the company's operations.
24. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
there under, the Company has appointed Mr. L. Krishnamoorthy, Practicing Company
Secretary, to undertake the Secretarial Audit of the Company for the financial year
2022-23. The Secretarial Audit Report for the financial year 2022-23 has been annexed to
this Report.
With regard to the observation in secretarial audit report it is clarified as under:
a) Observation regarding non filling of form SH-7on increase of authorized share
capital and form PAS-3 for non filling of return of allotment of bonus shares Due to
oversight the filling remained pending, the company has initiated necessary actions in
this regards.
b) Regarding cancellation of 3,25,00,000 equity shares of Rs. 1 each on
preferential basis. The observations in paras 6.3, 6.4 and 6.5 in the secretarial audit
report are self explanatory it does not required further comments. In view of the
revocation of allotment of equity shares, filling of return of allotment in form PAS 3 was
not required
25. Internal control system and their adequacy
The Company has an effective internal control system commensurate with its size and
scale of its operations. The Audit Committee reviews the adequacy and effectiveness of the
internal control systems and suggests improvements, wherever required.
26. Environment and safety
The Company's operations do not pose any environmental hazards.
27. Statutory Information
(A) Conservation of energy: Not applicable
(B) Technology Absorption: Not applicable
(C) Foreign exchange earnings and expenses: Not applicable
28. Corporate Social Responsibility
In terms of provisions of Section 135 of the Companies Act, 2013, and rules framed
thereunder. A separate section on Annual Report on CSR Activities is annexed to this
Report. As per section 135 of companies Act, 2013 company proposes to transfer Rs. 248374
to one of the funds mentioned in Schedule VII to the Companies Act, 2013
29. Related party transactions
All transactions entered with related parties for the financial year ended 31st
March 2023 were on arm's length basis and in the ordinary course of business. Hence
provisions of Section 188 of the
Companies Act, 2013 are not attracted and disclosure in Form AOC 2 is not required. All
related party transactions are placed before the Audit Committee and the Board of
Directors for approval. The related party transactions during the year are disclosed in
the Notes to the Accounts at appropriate place.
30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The Company has in place a Policy with respect to Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has framed a Committee
for implementation and periodical review of such policy.
31. The required disclosures under the Companies (Appointment & Remuneration of
Managerial Personnel) Rules 2014 are given in annexure 1which forms part of Report.
32. Corporate Governance & Compliance Certificate:
A separate section on Corporate Governance is included in the Annual Report and the
certificate from company secretary confirming the Compliance of the conditions on the
Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of
sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are annexed to this Report.
33. Acknowledgement
Your Directors would like to place on record their sincere appreciation to
Shareholders, Bankers, Institutions and Employees for their co-operation and support.
|
For and on behalf of Board of Directors |
|
Sd/- |
| Place: Mumbai |
(Anupam N. Gupta) |
| Date: 29.08.2023 |
Managing Director |
