Dear Members,
Pune E Stock Broking Limited 1198, Shukrawar Peth, Lane No 3.
Subhash Nagar Pune 411002
Your Directors have pleasure in presenting 17th Annual Report of the
Company together with the Audited Financial Statements (including Audited Consolidated
Financial Statements) of the Company for the Financial Year ended 31st March, 2024.
1. Financial Highlights:
The Company's financial performance for the year under review
along with previous year's figures is given hereunder:
(Amount Rs. In Lakhs)
|
Standalone |
Consolidated |
Particulars |
For the year ended 31st March, 2024 |
For the year ended 31st March, 2023 |
For the year ended 31st March, 2024 |
For the year ended 31st March, 2023 |
Revenue from Operations |
6,472.08 |
3,168.66 |
6,643.12 |
3,575.08 |
Other Income |
982.19 |
425.28 |
982.37 |
528.02 |
Total Income |
7,454.27 |
3,593.94 |
7,625.49 |
4,103.10 |
Expenses |
|
|
|
|
Less: Employee Benefits Expenses |
354.26 |
317.14 |
364.20 |
327.64 |
Less: Other Operational Expenses |
5,342.31 |
2,234.33 |
5,358.05 |
2,249.19 |
Profit Before Finance Cost, Depreciation & Taxes |
1,757.70 |
1,042.47 |
1,903.24 |
1,526.27 |
Less: Finance Costs |
163.84 |
137.94 |
163.84 |
246.02 |
Less: Depreciation and Amortisation Expenses |
68.00 |
61.10 |
68.30 |
61.52 |
Profit Before Exceptional Items & Tax |
1,525.87 |
843.44 |
1,671.10 |
1,218.73 |
Exceptional Items |
|
|
|
|
Profit Before T ax |
1,525.87 |
843.44 |
1,671.10 |
1,218.73 |
Less: Current Tax |
371.63 |
210.69 |
408.07 |
256.36 |
Less: Deferred Tax (Credit) |
-2.69 |
-1.00 |
-2.57 |
-2.15 |
Profit After Tax |
1,156.92 |
633.75 |
1,265.60 |
964.52 |
Earnings Per Share of Rs. 10 each |
|
|
|
|
(a) Basic |
10.28 |
5.74 |
11.04 |
8.16 |
(b) Diluted |
10.28 |
5.74 |
11.04 |
8.16 |
STATE OF COMPANY'S AFFAIRS:
FY24 was yet another year of robust performance by the Company. During
the year, the standalone revenue from operations recorded a jump of 204% in comparison to
FY23. Consequently, the Standalone Profit after Tax (PAT) also recorded an increase of
182%.
The aforementioned performance was the result of consistent efforts
made by Company in optimizing its broking as well as trading operations. The management
does not see any risks in the Company's ability to continue as a going concern and
meeting its liabilities as and when they fall due.
Highlights of Company's performance are discussed in detail in the
Management Discussion and Analysis Report (MDA), included in this Annual Report as
required under Schedule V of the SEBI (LODR) Regulations, 2015.
CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS
The Company achieved the consolidated revenue from operations of Rs.
6,643.12 Lakhs for the year ended 31st March, 2024, an increase of 185% as
compared to 3,575.08 Lakhs in the previous year. The Company earned Consolidated Net
Profit of Rs.1,265.60 Lakhs in the year ended 31st March, 2024, which was an increase of
131% as compared to Rs.964.52 Lakhs in the previous year.
SUBSIDIARIES AND ASSOCIATES/JOINT VENTURES
As on 31st March 2024, Company was having
1. Pune Finvest Limited is a subsidiary company.
2. Pune EStock Broking IFSC Limited as subsidiary company
3. PESB Insurance Broking Limited as step down subsidiary
4. Bumble Jumble Private Limited as associate company.
The subsidiary company i.e. Pune Finvest Limited is in business of
financing and investment activity.
Pune E Stock Broking IFSC Limited is in business of dealing in foreign
stocks Investments.
PESB Insurance Broking Limited has applied for insurance broking
license to IRDA.
Bumble Jumble Private Limited is in business of recreation activities
for kids.
The consolidated financial statements in accordance with the Companies
Act 2013 and Accounting standards are attached to this Annual Report.
A statement in the Form AOC-1, containing salient features of the
financial statements of subsidiary Company is as per Annexure-1 to the Consolidated
Financial Statements and therefore the said information is not given to avoid duplication.
SHARE CAPITAL
During the Year under review, there was change in the Share Capital of
the company as detailed below
Issue of bonus shares
During the Year under review, 36,81,486 No. of Equity Shares of Rs.
10/- each, fully paid up were allotted as Bonus Shares in proportion of 1 (One) equity
shares for every 2 (Two) equity share i.e in the ratio of 1:2 on September 27, 2023
Initial Public Offer (IPO)
During the Year under review, your Company came up with a Public Issue
(Fresh Issue) of 46, 06,400 Equity Shares of Rs. 10/- each at a premium of Rs. 73 per
share. Issue price was Rs. 83 per share aggregating to the total issue size of Rs.
3,823.31 Lakhs. The company allotted shares on 13th March 2024. Consequently,
the shares of the Company have been listed on SME Platform of BSE Limited on 15th
March 2024.
Your Company has not issued equity shares with differential rights as
to dividend, voting or otherwise. It has neither issued ESOP nor Sweat Equity Shares and
does not have any scheme to fund its employees to purchase the shares of the Company.
DIVIDEND:
Your Directors keeping in view need for conservation of resources for
future, do not recommend any dividend for the financial year ended on 31st
March 2024.
ANNUAL RETURN
Pursuant to section 92 and 134 of the Act the Annual return as at March
31,2024 in form MGT-7 is available on the website of the company at the web link i.e.
www.pesb.co.in
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirements of section 134 (3) (c) of the Companies, Act,
2013, the Directors state and 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
if any;
b) 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 true and fair view of the state of affairs of the Company as at March 31,2024 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
or 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 and,
e) they 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.
MEETINGS OF THE BOARD
During the financial year 2023-2024, the Meetings of Board of Directors
were duly held (23) Twenty- three times on 10th April 2023, 12th
April 2023, 8th May 2023, 10th June 2023, 14th June 2023,
4th July 2023, 4th August 2023, 28th August 2023, 5th
September 2023, 14th September 2023, 27th September 2023, 30th
September 2023, 16th October 2023, 27th October 2023, 10th
November
2023, 17th November 2023, 4th December 2023, 8th
January 2024, 25th January 2024, 16th February
2024, 20th February 2024, 26th February 2024 and
13th March 2024.
Directors' attendance record
Sr. Name of the Director no |
Board meetings Entitled to attend |
Board meetings attended |
1. Mrs. Archana Gorhe |
23 |
23 |
2. Mr. Saleem Yalagi |
23 |
23 |
3. Mr. Sandip Shah |
23 |
23 |
4. Mr. Vrajesh Krishnakumar Shah |
23 |
23 |
5. Mr. Vrajesh Navnitlal Shah |
23 |
23 |
6. Mr. Devendra R. Ghodnadikar |
23 |
23 |
7 Daidipya Ghodnadikar |
23 |
23 |
8 Mr. Madanlal Shantilal Jain |
11 |
10 |
9 Mr. Suyog Mangesh Bagul |
11 |
10 |
10 Mr. Nikhil Suryakant Setiya |
11 |
10 |
11 Mr. Rajesh Hiralal Shah |
11 |
10 |
12 Mr. Anujkumar Gandhi |
11 |
10 |
13 Mr. Ashokkumar Venilal Suratwala |
11 |
10 |
14 Mr. Jitendra Uttamchand Lodha |
11 |
10 |
MEETINGS OF THE COMMITTEE OF THE BOARD CSR Committee
CSR Committee meetings were held during the year on 28th
August 2023 and 13th March 2024. All committee members i.e. Mr. Vrajesh
Krushnakumar Shah, Mr. Vrajesh Navnitlal Shah and Mr. Devendra R. Ghodnadikar attended the
CSR Meeting held on 28th August 2023. All committee members i.e. Mr. Madan
Jain, Mr. Vrajesh K. Shah and Mr. Devendra R. Ghodnadikar attended the CSR Meeting held on
13th March 2024.
Audit Committee
Audit Committee meetings were held during the year on 27th
October 2023 and 10th November 2023. All committee members i.e. Mr. Nikhil
Setiya, Mr. Vrajesh N. Shah, Mr. Ashok Suratwala attended both the Audit Committee
Meetings. All recommendations of audit committee has been accepted by the Board of
Directors.
Nomination and Remuneration Committee
Nomination & Remuneration Committee meeting was held during the
year on 13th March 2024. All committee members i.e. Mr. Nikhil Setiya, Mr.
Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah attended the meeting.
Stakeholders Relationship Committee
Stakeholders Relationship Committee meeting was held during the year on
15th December 2023. All committee members i.e. Mr. Suyog Bagul, Mr. Sandip
Shah, Mr. Devendra Ghodnadikar attended the meeting.
The following is a summary of investors complaints received and
disposed of during the financial year 2023-2024:
No. of Complaints received |
NIL |
No. of Complaints disposed off |
Not applicable |
No. of Complaint Pending |
NIL |
Separate meeting of Independent Directors
The Independent Directors Committee of the Company Comprises of
following Independent Directors:
1. Mr. Madanlal Shantilal Jain
2. Mr. Suyog Mangesh Bagul
3. Mr. Nikhil Suryakant Setiya
4. Mr. Rajesh Hiralal Shah
5. Mr. Anujkumar Chandravadan Gandhi
6. Mr. Ashokkumar Venilal Suratwala
7. Mr. Jitendra Uttamchand Lodha
During the year under re view, the Independent Directors met on March
13, 2024, discussed and reviewed the performance of non-Independent Directors, the Board
and the Chairman of the Company and to assess the quality, quantity and timeliness of flow
of information between the Company management and the Board.
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL
Mr. Vrajesh N Shah (DIN: 02061835) and Mr. Sandip Shah (DIN: 02078891),
the Directors, retire by rotation at the ensuing Annual General Meeting and being eligible
offer themselves for reappointment.
During the year under review Mr. Vrajesh K. Shah, DIN 00184961 has been
appointed as Chairman & Managing Director of the Company for a period of 5 years with
effect from 23rd September 2023 to 22nd September 2028.
Mr. Saleem Chandsaheb Yalagi (DIN: 08107626) and Mrs. Archana Gorhe
(DIN: 02966578) have been re-appointed as whole time directors of the company with effect
from 1st April 2024 for a period of five years.
Mr. Daidipya Ghodnadikar (DIN 07285425) has been appointed as whole
time Director of the company for a period of four years with effect from 23rd
September 2023.
Mr. Anujkumar Gandhi (Din 01418350) has been appointed as an Additional
Director (NonExecutive & Independent) on 30th September 2023 and also
confirmed as independent director by shareholders on 10th November 2023.
Mr. Rajesh Hiralal Shah (DIN 01133470) has been appointed as an
Additional Director (NonExecutive & Independent) on 30th September 2023 and
also confirmed as independent director by shareholders on 10th November 2023.
Mr. Suyog Mangesh Bagul (DIN 10338207) has been appointed as an
Additional Director (NonExecutive & Independent) on 30th September 2023 and
also confirmed as independent director by shareholders on 10th November 2023.
Mr. Madanlal Shantilal Jain (DIN 0020136) has been appointed as an
Additional Director (NonExecutive & Independent) on 30th September 2023 and
also confirmed as independent director by shareholders on 10th November 2023.
Mr. Rajesh Hiralal Shah (DIN 01133470) has been appointed as an
Additional Director (NonExecutive & Independent) on 30th September 2023 and
also confirmed as independent director by shareholders on 10th November 2023.
Mr. Ashokkumar Venilal Suratwala (DIN 00147798) has been appointed as
an Additional Director (Non-Executive & Independent) on 30th September 2023
and also confirmed as independent director by shareholders on 10th November
2023.
Mr. Jitendra Uttamchand Lodha (DIN 08588060) has been appointed as an
Additional Director (Non-Executive & Independent) on 30th September 2023
and also confirmed as independent director by shareholders on 10th November
2023.
Mrs. Ashwini Kulkarni Company Secretary has also been appointed as
Compliance officer with effect from 30th September 2023 and Mr. Arpit Shah has
been appointed as Chief Finance Officer with effect from 30th September 2023.
All the Independent Directors have given their declarations that they
meet the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013.
POLICY ON DIRECTOR'S APPOINTMENT AND POLICY ON REMUNERATION
In adherence to section 178(1) of the Companies Act, 2013, the Board of
Directors of the company regularly review the policy on directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under section 178(3), based on the
recommendations of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee consists of 4 members i.e.
Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah attended
the meeting.
A copy of relevant policy is placed on the website of the company at
www.pesb.com.
PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 the Board,
in consultation with its Nomination & Remuneration Committee, has formulated a
framework containing, inter-alia, the process, format, attributes and criteria for
performance evaluation of the entire Board of the Company, its Committees and individual
Directors, including Independent Directors. The framework is monitored, reviewed and
updated by the Board, in consultation with the Nomination and Remuneration Committee,
based on need and new compliance requirements. Evaluation of the Board and its Committees
is based on various aspects of their functioning, such as, adequacy of the constitution
and composition of the Board and its Committees, matters addressed in the meetings,
processes followed at the meeting, Board's focus, regulatory compliances and Corporate
Governance, etc., are in place. Similarly, for evaluation of individual Director's
performance, various parameters like Director's profile, contribution in Board and
Committee meetings, execution and performance of specific duties, obligations, regulatory
compliances and governance, etc., are considered. Accordingly, the annual performance
evaluation of the Board, its Committees and each Director was carried out for the
financial year 2023-2024 by Nomination and Remuneration Committee in consultation with the
Board. The performance evaluation of all the Independent Directors have been done by the
entire Board, excluding the Director being evaluated. On the basis of performance
evaluation done by the Board, it determines whether to extend or continue their term of
appointment, whenever their respective term expires. The Directors expressed their
satisfaction with the evaluation process. The performance evaluation of all the
Independent Directors have been done by the entire Board, excluding the Director being
evaluated. On the basis of performance evaluation done by the Board, it determines whether
to extend or continue their term of appointment, whenever their respective term expires.
The Directors expressed their satisfaction with the evaluation process.
The Management Discussion and Analysis Report under Regulation 34 read
with Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented as forming part of this Annual
Report as "Annexure 2".
CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE FROM EITHER THE
AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE
GOVERNANCE
As per provisions of Regulation 15(2)of the SEBI (Listing Obligation
& Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance
provisions as specified in regulations 17,18, 19, 20, 21,22, 23, 24, 25, 26, 27 and
clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule
V shall not apply, in respect (a) the listed entity having paid up equity share capital
not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on
the last day of the previous financial year. And (b) the listed entity which has listed
its specified securities on the SME Exchange. Since, our Company falls in the ambit of
aforesaid exemption (b); hence compliance with the provisions of Corporate Governance
shall not apply to the Company and it does not form part of the Annual Report for the
Financial Year-2023-2024 and Certification from auditors or practicing company secretaries
regarding compliance of conditions of corporate governance are also not required to be
annexed with the Annual Report.
LISTING WITH STOCK EXCHANGES:
The Company was unlisted Public Company and listed during the year
under review on BSE SME Platform on March 15, 2024. Your Company has paid Annual Listing
Fees for the Financial Year 2023-2024 to the BSE Limited where the Company's Shares
are listed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY
UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans/advance given to employees as per the policy of
the company have been given in Note no. 18 of the financial statements. The loans have
been given for their personal purposes. Further particulars of investments made by the
Company have been given in Note No. 14 of the standalone financial statements. The Company
has duly complied with provisions of Section 186 of the Companies Act ,2013. The Company
has not given guarantees or provided securities for any loan attracting provisions of
section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SUB-SECTION (1) OF SECTION 188
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company. All Related Party Transactions are placed before Board for noting. Your Directors
draw attention of the members to Note 2.21 in the notes to the standalone financial
statements, which sets out related party disclosures.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY AFTER MARCH 31,2024 AND BEFORE THE DATE OF THE REPORT
There were no material changes and commitments took place after 31st
March 2024, which has affected the financial position of the Company.
SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING
GOING CONCERN AND COMPANY IS OPERATIONS.
The Company has not received any such orders from Regulators, Courts or
Tribunals during the year, which may impact the going concern status or the Company's
operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO
There is nothing to be reported with respect to conservation of energy,
technology absorption and foreign exchange earnings & outgo as required to be given
pursuant to Section 134 (1) (m) of the Companies Act 2013, read with the Rule 8 of
Companies (Accounts) Rules 2014.
PARTICULARS OF EMPLOYEES:
There are no employees who are in receipt of remuneration in excess of
the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Accordingly, details as required Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been
provided. The details forming part of top ten employees in terms of remuneration of the
Company is annexed herewith as "Annexure C". Disclosures pertaining to
remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:
Sr Particulars No. |
Name of Director |
Designation |
Remuneration (Amount in Rs. Lakhs) |
Ratio to the Median Rem |
1) The Ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year. |
Vrajesh K. Shah |
Chairman & Managing Director |
NIL |
NA |
|
Vrajesh N. Shah |
Director |
NIL |
NA |
|
Devendra Ghodnadikar |
Director |
NIL |
NA |
|
Sandip Shah |
Director |
NIL |
NA |
|
Daidipya Ghodnadikar |
Whole time Director |
19.50 |
5:1 |
|
Archana Gorhe |
Whole time Director |
13.64 |
3.50:1 |
|
Saleem Yalgi |
Whole time Director |
20.00 |
5.13:1 |
1) The Ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year. |
Anujkumar Gandhi |
Independent Director |
0.11 |
0.03:1 |
|
Madanlal Jain |
Independent Director |
0.11 |
0.03:1 |
|
Suyog Bagul |
Independent Director |
0.11 |
0.03:1 |
|
Rajesh Shah |
Independent Director |
0.11 |
0.03:1 |
|
Ashokkumar Suratwala |
Independent Director |
0.11 |
0.03:1 |
|
Jitendra Lodha |
Independent Director |
0.11 |
0.03:1 |
|
Nikhil Setiya |
Independent Director |
0.11 |
0.03:1 |
2) The percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary in the financial year |
Name |
Designation |
% of increase |
|
Vrajesh K. Shah |
Chairman & Managing Director |
NA |
|
Vrajesh N. Shah |
Director |
NA |
|
Devendra Ghodnadikar |
Director |
NA |
|
Sandip Shah |
Director |
NA |
|
Daidipya Ghodnadikar |
Whole time Director |
12.23 |
|
Archana Gorhe |
Whole time Director |
12.03 |
|
Saleem Yalgi |
Whole time Director |
11.27 |
|
Anujkumar Gandhi |
Independent Director |
NA |
|
Madanlal Jain |
Independent Director |
NA |
|
Suyog Bagul |
Independent Director |
NA |
|
Rajesh Shah |
Independent Director |
NA |
|
Ashokkumar Suratwala |
Independent Director |
NA |
|
Jitendra Lodha |
Independent Director |
NA |
|
Nikhil Setiya |
Independent Director |
NA |
2) The percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year |
Name |
Designation |
% of increase |
|
Arpit Shah |
Chief Finance Officer |
44.44 |
|
Ashwini Kulkarni |
Company Secretary |
23.68 |
3) The percentage increase in the median remuneration of
employees in the financial year. |
21.82% |
4) The number of permanent employees on the rolls of the
company |
54 number of employees |
5) Average percentile increase already made in the salaries
of employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration. |
Average percentile increase in remuneration other than
managerial remuneration is 30.32% |
|
Average percentile increase in managerial remuneration is
11.84 % |
|
The increment is on the basis of performance of the employees
including managerial personnel. The increments are as per policy of the company. |
6) It is here by affirmed that the remuneration is as per the
Remuneration Policy of the Company. |
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration
paid to the Directors, Key Managerial Personnel and Senior Management is as per the
Remuneration Policy of the Company. |
DEPOSITS
Your company has not accepted any deposits from the public or Members
of the company within the ambit of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules 2014. Company has accepted unsecured loans only
from directors. Please refer to Note no. 5 of standalone financial statements.
The details of the unsecured loans availed from Director/s and / or
their relatives and outstanding as on 31st March 2024 are as under:
Name of the Lenders |
Relationship with Company |
Opening balance |
Accepted during the year |
Repaid during the year |
Outstanding Amount (Net) |
Loan from Directors |
Promoters and Directors |
|
3,443.49 |
2,628.49 |
815.00 |
AUDITORS:
A. Statutory Auditor
Pursuant to Section 139 of the Companies Act, 2013, the Company has
appointed R S A R & Associates, Chartered Accountants, Pune, [Firm Registration No-
148326W] till the conclusion of Annual General Meeting to be held in the financial year
2024-2025 for the year ended on March 31, 2024. The existing statutory auditors are
retiring from the post of statutory auditors.
At the ensuing annual general meeting it is proposed to appoint M/s. S.
H. Sane & Co, Chartered Accountants, Pune, [Membership Number 047938] and [Firm
Registration No. 0114491W] as statutory auditors of the company for a period of five
years.
B. Secretarial Auditor
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 Shailesh Indapurkar & Associates, Company Secretaries, Pune
(Membership No. ACS 17306 CP No. 5701) to undertake the Secretarial Audit of the Company.
The Report of the Secretarial Audit is annexed herewith as Annexure 4 to this Report.
C. Cost Auditor
In terms with the provisions of section 148 of the Companies act, 2013
read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records
and appointment of Cost Auditors are not applicable on your Company.
D. Internal Auditors
The Board has appointed Siddharth Anil Ostwal & Co., Chartered
Accountants, Pune [Membership Number 606960] and [Firm Registration No.157310W] as
Internal Auditors in place of Prakash M. Oswal & Co., Chartered Accountants, Pune.
Internal Auditors directly reports to the Audit Committee or Board of
Directors of the Company. Audit Committee of the Board would periodically reviews the
functioning of the company to examine the adequacy and effectiveness of the internal
control systems.
FRAUDS REPORTED BY THE AUDITORS, IF ANY.
No frauds have taken place in the company as also reported by the
Auditors.
EXPLANATION ON COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks or
disclaimer made by the Statutory Auditors in their Report on the financial statements.
There are no qualifications, reservations or adverse remarks or
disclaimer made by the Secretarial auditors in their Report.
BUSINESS RISK MANAGEMENT
The Company has risk management policy in place since its inception and
is under regular improvements. Various risks such as financial risks arising out of
operations and other risks such as fire, theft, loss of data, have been identified. The
policy consists of manner of monitoring clients positions on real time basis, client
trading patterns vis-a-vis its financial position etc. The directors & employees are
being trained and educated on various risks and mitigation thereof. Periodic reviews are
also being taken to improve the same. The Company is using latest technology for
conducting its day to day operations.
INTERNAL FINANCIAL CONTROL
The Company has established and maintained adequate internal financial
control based on internal control over financial reporting criteria. The Company's
Internal financial controls operate effectively and ensure orderly and efficient conduct
of its business including adherence to its policies, safeguard its assets, prevent and
detect frauds and errors, maintain accuracy and completeness of its accounting records and
further enable it in timely preparation of reliable financial information.
INSIDER TRADING
Your Company's Code of Conduct for Prevention of Insider Trading
covers all the Directors, senior management personnel, persons forming part of
promoter(s)/promoter group(s) and such other designated employees of the Company, who are
expected to have access to unpublished price sensitive information relating to the
Company. The Directors, their relatives, senior management personnel, persons forming part
of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing,
selling and dealing in the shares of the Company while in possession of unpublished price
sensitive information about the Company as well as during the closure of trading window.
The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor
and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure
in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be
accessed on company's website www.pesb.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board has adopted a Corporate Social Responsibility (CSR) Policy
formulated by the CSR Committee in accordance with the provisions of the Companies Act,
2013.
The CSR Policy of the company lays down the guidelines, processes and
mechanisms for undertaking activities as may be included in and allowed under Schedule VII
of the Companies Act, 2013 from time to time.
Report on CSR Activities as required under Section 135 of the Companies
Act 2013 and Rules framed there under is attached as an Annexure 3 to this report.
SECRETARIAL STANDARDS
The company Complies with all applicable mandatory secretarial
standards issued by Institute of Company Secretaries of India.
VIGIL MECHANISM
The Company has adopted a Vigil Mechanism Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee. The copy of vigil mechanism policy is put on the
Company's Website and may be accessed at i.e. www.pesb.co.in
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES
During the year under review, Company hasn't proposed to transfer
any amount to reserves.
DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE
EMPLOYEES IN RESPECT OF SHARES FOR WHICH THE LOAN HAVE BEEN PROVIDED BY THE COMPANY
There are no such instances
DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS OR REPORT OF THE
BOARD
There has been no revision of financial statements or report of the
Board in respect of any of the 3 preceding financial years and hence this clause is not
applicable
ISSUE OF SWEAT EQUITY SHARES / SHARES WITH DIFFERENTIAL VOTING RIGHTS/
SHARES UNDER EMPLOYEES' STOCK OPTION SCHEME
The Company has not issued any Sweat Equity Shares / Shares with
differential voting rights/ Shares under Employees' Stock Option Scheme during the
year under report.
CASES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to provide a safe and secure environment to
its women employees across its functions, as they are integral and important part of the
organization. Your Company has in place an Anti Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number
of representatives has been set up to redress complaints relating to sexual harassment, if
any, received from women employees and other women associates. The following is a summary
of sexual harassment complaints received and disposed off during the financial year
20232024:
No. of Complaints received |
NIL |
No. of Complaints disposed off |
NIL |
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC,
2016
During the year, no application is initiated, pending or concluded by
or against the company under Insolvency and Bankruptcy Code, 2016
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators
or Courts or tribunal impacting the going concern status and Company's operations in
future.
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 instance of making one-time settlement with any Banks or
Financial Institutions with respect to any loan. The Company has not defaulted in
repayment of any loan availed from any Bank / Financial Institution.
INSURANCE
The Company's assets are adequately insured against all major
risks including loss because of business interruption caused due to property damage.
ACKNOWLEDGEMENTS
Your directors would like to express their grateful appreciation for
the assistance and co-operation received from the banks, government authorities and
customers during the year under review. Your Directors look forward to their continued
support in the future. The Directors keep on record their sincere appreciation for
dedicated efforts on the part of the employees in the operations and growth of the Company
during the year. The Directors also thank the shareholders for the confidence reposed in
the management.
For and on behalf of the Board of Directors |
|
For PUNE E - STOCK BROKING LIMITED |
|
Vrajesh K Shah |
Archana Gorhe |
Chairman & Managing Director |
Whole Time Director |
DIN:00184961 |
DIN 02966578 |
R/o: 11 Krushnakunja, Girija Nayak, Housing |
R/o: Omekta Society, 1421, Off Bajirao Road, |
Society, Near Hyde Park |
Opp Thatte HospitalShukrawar Peth, Pune |
Market Yard, Pune 411 037 |
411 002. |
Place: Pune |
|
Date: 31st July 2024 |
|