DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditor's Report for the year ended 31st March, 2015. OPERATIONS AND STATE OF COMPANY'S AFFAIRS: During the year under review, the Total Revenue of the Company is Rs. 2,855,291/- as compared to Rs. 2,264,975/- in the previous year. Profit before Extraordinary items and Taxation was Rs. 859,515/-against Rs. 748,234/- in the previous year. After providing huge Diminution in value of Investments of the Company of Rs. 19,615,618/-, the Company has incurred net loss of Rs. (19,014,519)/- as on 31st March, 2015. Due to tough market conditions the Company's Gross Revenue in terms of value has increased by almost a growth of around 26% during the year under review. However, the Management has provided for the diminution in the book value of the non current investment to the extent of Rs. 19,615,618/-thereby Company's Profit & Loss A/c showing negative figure as on 31st March, 2015. Your Directors are hopeful that the Company would perform better in coming years. SHARE CAPITAL: During the year under review, there have been no changes in share capital of the Company. DIVIDEND: Your Directors do not recommend any dividend for the year ended 31st March, 2015. PUBLIC DEPOSIT: Your Company has not invited/accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under, during the year under review. DETAILS OF DIRECTORS AND KMP: Confirmation of appointments: Pursuant to the provision of section 161(1) of the Companies Act, 2013, Mr. Rajkumar Bhasin (DIN: 07101758) is appointed as Additional Director (Non-executive Independent) of the Company and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for re-appointment as Director. The Company received requisite notice in writing from a member proposing the appointment of Mr. Rajkumar Bhasin (DIN: 07101758) as Non-executive Independent Director for a terms of 5 (Five) consecutive years. The Board recommends his appointment. The Company has received declaration from Mr. Rajkumar Bhasin (DIN: 07101758), confirming that he meets the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Sharda Manoj Kasliwal (DIN: 00345386), retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. Resignation of Director: Mr. Manish Praful Patel (DIN: 03383126), an Independent Director submitted his Resignation to the Board on 15th April, 2015 due to his personal reasons and unavoidable circumstances. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Manish Praful Patel towards the growth and development of the Company during his tenure as a Director. Declaration by Independent Directors: All Non-Executive and Independent Directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. These confirmations have been placed before, and noted by Board. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. MEETINGS OF BOARD: There were 7 (Seven) meetings of Board of Directors held during the year under review, i.e. on 30th May, 2014, 30th July, 2014, 3rd September, 2014, 30th October, 2014, 08th January, 2015, 2nd February, 2015 and 20th February, 2015. CORPORATE SOCIAL RESPONSIBILITY (CSR POLICY): The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company, therefore the Company has not developed and implemented any Corporate Social Responsibility initiatives. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to the requirements of under Section 134(3)(C) read with Section 134(5) of the Companies Act, 2013, with respect to Director's Responsibility Statement, your Directors hereby confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) The Directors have 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 as on 31st March, 2015 and of the profit or loss of the Company for that period; c) 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; d) The Directors have prepared the Annual Accounts on 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. DISCLOSURE OF RELATED PARTY TRANSACTIONS: All Related Party Transactions that were entered into during the year under review were on arm's length basis and in the ordinary course of business. The Audit Committee has given prior approval for the Related Party Transactions. The policy on Related Party Transactions is approved and adopted by the Board. Details of material contracts or arrangement or transaction at arm's length basis is annexed herewith as AOC-2 in Annexure - "I". AUDITORS: A. STATUTORY AUDITORS: M/s Bipin Zavar & Associates, Chartered Accountants, Mumbai (MH), (Registration No.121523W) Statutory Auditor of the Company, were appointed as Auditors of the Company at Thirty First Annual General Meeting held on 29th September, 2014, to hold office from the conclusion of Thirty First Annual General Meeting until the conclusion of the Thirty Sixth Annual General Meeting, subject to ratification of the appointment by the members at every Annual General Meeting. The Audit Committee and the Board of Directors recommended ratification of appointment of M/s Bipin Zavar & Associates, Chartered Accountants, Mumbai (MH), as the Statutory Auditor of the Company. The Company has received an eligibility letter under section 141 of the Companies Act, 2013 and rules made thereunder that they are not disqualified. B. SECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS Prem Batra, Company Secretary in practice, Indore (M.P.), to undertake the Secretarial Audit of the Company. C. COST AUDITORS: Appointment of Cost Auditor is not required to the Company during the year under report. AUDITOR'S REPORT: The Auditor's Report on the Audited Financial Statement of the Company for the year ended 31st March, 2015 do not contain any qualifications, reservations, adverse remarks or disclaimers so need not require any explanation or comment. There are no qualifications, reservations, adverse remark or disclaimers made by Secretarial Auditor, in his Secretarial Audit Report. The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. SECRETARIAL AUDIT REPORT: Pursuant to the provisions of section 204 (1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company has obtained a Secretarial Audit Report in the prescribed From MR-3, from CS Prem Batra, Company Secretary in practice, Indore (M.P.). The Secretarial Auditor' Report is annexed herewith as Annexure - "II" CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Considering the nature and operations of your Company the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to information to be furnished by the Company on conservation of energy and technology absorption are not applicable. The Company has however used information technology extensively in its operations. Foreign Exchange earned - Nil Foreign Exchange used - Nil CODE OF CONDUCT: Your Company has adopted a code of conduct for its Board of Director and the Senior Management Personnel. The code requires the directors and employees of the Company to act honestly, ethically and with integrity and in a professional and respectful manner. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. VIGIL MECHANISM / WHISTLE BLOWER POLICY: Pursuant to the provisions of section 177(9) & (10) of Companies Act, 2013, read with Rule 7 of Companies (Meetings and Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct of Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of Audit committee in exceptional cases. INTERNAL FINANCIAL CONTROLS: Your Company has in place adequate internal financial controls with reference to the financial statements. During the year, in order to further strengthen the internal financial controls, a renowned professional consultant firm was hired to conduct an assessment of the existent internal financial controls and advise on best practices for adoption. PREVENTION OF INSIDER TRADING: Your Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the Model Code of Conduct, as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 1992, as amended and has duly complied with provisions of the said code. The Board of Director has adopted (i) code of practices and procedures for fair disclosure of unpublished price sensitive information and (ii) code of conduct for prohibition of insider trading as per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, which shall become effective from 15th May, 2015. BUSINESS RISK MANAGEMENT: Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The 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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2014-15, no case in the nature of sexual harassment were reported at any workplace of the Company. INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There is no significant and material order passed by the regulators or courts or tribunal impacting the going concern status and Company's operations in future; SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE: Your Company does not have any Subsidiary, Joint Venture or Associate Companies COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: Your Company has, on the recommendation of the Nomination & Remuneration Committee framed a Remuneration Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company, alongwith the criteria for determination of remuneration of Directors, KMPs and other employees and their evaluation and includes other matters. Remunerations of Directors, KMPs are as under; Details of Remuneration of Directors; Your Company has not paid any remuneration to its Directors. EXTRACT OF ANNUAL RETURN: Pursuant to the requirements under section 92(3) and section 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and administration) Rules, 2014, extract of the Annual Return in prescribed Form MGT-9 is annexed herewith as Annexure - "III" MANAGEMENT DISCUSSION AND ANALYSIS: As per Clause 49 of the Listing Agreement with Stock Exchange, your Company is required to give a note on management discussion and analysis with regard to Company's perception. A report on the same is annexed herewith as Annexure - "IV." CORPORATE GOVERANCE: A report on Corporate Governance along with a certificate from the Auditors of the Company, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is annexed hereto and forms part of this report. Further a declaration signed by the member of the Board affirming compliance with the code of Conduct by all Board members and Senior Management Personnel is attached to this report. A report on the same is annexed herewith as Annexure - "V" CHANGE IN NATURE OF BUSINESS / MATERIAL CHANGES AFFECTING THE COMPANY: During the year, the Board of Directors in the best interests of the Company, its shareholders and all the concerned persons, proposed to change the Object of the Company. The object should be in consonance with the name, for which Board further recommended to change the name of the Company from "PREMIER CAPITAL SERVICES LIMITED" to "PREMIER PROCAP LIMITED". The Company applied for Change in Name, which was duly approved by the Registrar of Companies, Maharashtra, Mumbai vide Name Approval Letter dated 5th February, 2015 (SRN: C39280383). By virtue of the above change in the Name and Object clause of the Company, the consent of the members by way of postal ballot procedure was required. Thereafter, your Company has obtained approval of the members by way of a postal ballot on 20th February, 2015 for (a) Alteration in Object Clause of Memorandum of Association of the Company (b) Deletion of the Other Objects Clause of the Memorandum of Association of the Company (c) Alteration of the Liability Clause of the Memorandum of Association of the Company (d) Change the name of the company from PREMIER CAPITAL SERVICES LIMITED to PREMIER PROCAP LIMITED (e) Shifting of the registered office of the Company from State of Maharashtra to the State of Madhya Pradesh (f) Adoption of New Set of Articles of Association (g) Increase investment limit of the Company pursuant to section 186 of Companies Act, 2013. But, due to time consumption in whole Postal Ballot procedure the above mention available name was expired, and the Company applied for renewal of availability of the same name "PREMIER PROCAP LIMITED", and the application for the same has been rejected by the Registrar of Companies, Maharashtra, Mumbai. Now, due to huge complicity and pending approval in the office of the Registrar of Companies, Maharashtra, Mumbai, Board of Directors has decide to postpone postal ballot items transacted under (a) (d) & (e) relating to Object Change and Name Change. STOCK EXCHANGE LISTING: The Equity Shares of your Company continue to remain listed on BSE Ltd. The Company confirms that it has paid the Advance Annual Listing Fees as payable to the above Exchange for the financial year 2015-16 on time. SUSPENSION OF TRADING During the year under review, the Company has received the order of Suspension of Trading w.e.f. 4th March, 2015 vide letter dated 27th February, 2015 from BSE Ltd., in response to which the Company has taken the appropriate action for Revocation of Suspension of trading of the Company. ACKNOWLEDGEMENTS: Your Directors would like to express their grateful appreciation for assistance and co-operation received from Banks, Government Authorities, Investors, Stock Exchange and Members during the year under review and thank to all the shareholders for their continued support. The Board of Directors also place on record its sincere appreciation of the commitment and hard work put in by the Management and Employees of the Company and thank them for another excellent year. For and on behalf of the Board Sd/- Manoj Kasliwal Chairman (DIN: 00345241) REGISTERED OFFICE 4, Bhima Vaitarna Complex, Sir Pochkhanwala Road, Worli, Mumbai, (MH) 400 030 CIN: L65920MH1983PLC030629 Date: 22/08/2015 Place: Indore |