pawansut j{o[dings limited - bombay stock exchange€¦ · m/s m. m. goyal & co. , chartered...
TRANSCRIPT
L
Pawansut Jo[dings Limited Regd office 415 Usha Kiran Build ing Commercia l Complex Azadpur Delhl-l10033
Wlt 011 - ~ 1616 3 1lt1 Pw 011-45689333 CIgtJ U S~2 Itgt L I ~If~ fLCDq sa Email id Fowa~hf1~~ebsite wwwpawansutholdingscom
August 022018
Scrip Code No 535658
Bombay Stock Exchange Limited P JTowers Dalal Street Mumbai- 400001
Dear SirMadam
Sub Submission of Annual Report to Regulation 34 of SEBI (Listing Obli~tion and Disclosure Requirements) Regulation 2015 (SEBI Listing Regulation 2015)
Ref ISIN INE260M01017
Pursuant to Regulation 34(1) of the SEBI Listing Regulation 2015 we submit herewith a soft copy of the Annual Report for the Financial Year 2017-2018 and
other documents as stated under Regulation 34(2) and 34(3) of the above referred Regulations
Kindly acknowledge the receipt and take the same In record
Thanking You Yours faithfully
For PAWANSUT HOLDINGS LIMITED
(~~~ (Ram~~l) Managing Director
DIN 05195812
Encl aa
--
PAWANSUT HOLDINGS LIMITED
Thirty Fourth
ANNUAL REPORT
2018
CONTENTS
v CORPORATE INFORMATION
v CHAIRMANS MESSAGE
v DIRECTORS PROFILE
v BOARDS REPORT
v MANAGEMENT DISCUSSION amp ANALYSIS REPORT
v REPORT ON CORPORATE GOVERNANCE
v AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
v AUDITORS REPORT
v INDEPENDENT AUDITORS REPORT
v BALANCE SHEET
v STATEMENT OF PROFIT amp LOSS
v CASH FLOW STATEMENT
v NOTES TO FINANCIAL STATEMENTS
1
2
3
4
13
14
21
22
23
26
27
28
29
415 Usha Kiran Building Commercial ComplexAzadpur Delhi- 110 033
Mr Ram Kishore Bansal
Mr Ajay Kumar Jindal
www pawansutholdingscom
pawansutholdingsltdgmailcom
Andhra Bank
Ms M M Goyal amp Co Chartered AccountantsAddress- 208 Allied House 2nd Floor Shahzada Bagh 2 Old Rohtak Road Inder Lok Delhi- 110 035
Beetal Financial amp Computer Services (P) LimitedAddress Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
near Dada Harsukhdas Mandir New Delhi- 110 062
BSE LIMITED
BOARD OF DIRECTORS
REGISTERED OFFICE amp
CORPORATE OFFICE
COMPLIANCE OFFICER
CHIEF FINANCIAL OFFICER
WEBSITE AND E-MAIL
BANKERS
STATUTORY AUDITORS
REGISTRAR amp
TRANSFER AGENT
LISTING
bull Mr Ram Kishore Bansal Chairman amp Managing Directorbull Mr Pawan Kumar Poddar Independent Directorbull Ms Seema Khandelwal Independent Directorbull Mr Rahul Independent Director
CORPORATE INFORMATION | 1
DEAR SHAREHOLDERS
It gives me great pleasure to present to you your Companys Annual Report for FY18 share with you your Companys progress thus far and thoughts for the future
FY 18 has been a year of structural policy changes and financial reforms This government has implemented many significant reforms since it has assumed office four years ago but Demonetization and implementation of Goods and Service Tax (GST) has to be counted as the boldest decision this government has taken Even though these reforms and changes were perceived as hurdles by some sections India has managed to overcome them with optimism The country is also moving towards complete technological inclusion This demands an environment in which the transition to digital initiatives empowers our customers to be future ready which at PHL has been the prime focus in 2017-18
We believe the future is getting smarter and innovative The world is transforming at a rapid pace with extraordinary innovations designed to make things easier and life simpler Everybody expects to stay connected - families friends organizations employees customers etc Social communities are beginning to evolve digitally and are slowly replacing traditional modes of contact As we talk more with our customers it is evident that customers behavioural patterns are changing We have a mix of customers who want to do things by themselves and others who prefer personalized interactions
As a step towards being future ready PHL is anticipating the needs of its customers and is keeping digital transformation at the forefront of all developments Beyond the obvious challenges of the future there is always a mystery of the unknown Not all technological advancements can be predicted but we can explore key factors of change and their implications for both customers and us
PHL is committed towards ensuring that when change happens our customers are equipped to face the challenges and have the necessary tools in place
PHL operates in a dynamic and competitive environment Competing in this environment requires a commitment to customer service excellence and innovation areas where we continuously strive to improve
Our Purpose is clear We are here to make the financial lives of those who do business with us better Better by listening to our customers and clients and connecting them to the financial solutions they need And better by connecting across our company to deliver those solutions
PERFORMANCE OF COMPANY
I inform you that despite the mid-year temporary slowdown in demand due to demonetization we have managed to perform well in FY 18 Your company earned Revenue of Rs 13936496- during 2017-18 as compared to Rs 18553137- over previous year The Company has posted a record profit after tax of Rs 23229- as against Rs 183108- over the previous year
I would like to assure you that all our employees are working extremely hard with great dedication high energy and strong commitment through the year for your Company I sincerely thank them all vide this letter I would also like to thank all our stakeholders for reposing their faith in us and thank our regulators for their constant support and guidance
I also express my thanks to all our Directors for their invaluable contribution through their guidance and encouragement which have been critical for the success of the Company Finally I thank each and every shareholder large and small for your support and trust
I assure you that each one of us is committed to build a company that is high on corporate governance is of great value for society and is a Company that you will be proud of
I thank you for your attention
Regards
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
MR RAM KISHORE BANSAL
MANAGING DIRECTOR
Mr Ram Kishore Bansal is the Managing Director of the
Company His expertise lies in managing operations in a large
business environment formulating business strategies and
identifying new markets He is having Sound Finance and
Accounting Knowledge He has more than 15 years
experience in corporate law taxation finance and
investment He is responsible for deploying the Companys
strategic vision amp developing business alliances as well as
building the management team
MR RAHUL
DIRECTOR
Mr Rahul is an Independent Director of the Company He is
having experience in public relations and liasoning He is also
the member of the Audit Committee Nomination and
Remuneration Committee and Stakeholders Relationship
Committee
MR PAWAN KUMAR PODDAR
DIRECTOR
Mr Pawan Kumar Poddar is an Independent Director of the
Company He is recognized for excellent people management
and team building abilities besides infusing the spirit of
action and a result oriented work culture His expertise in
Capital Market Equity Research Company Law amp Finance
He is also a Chairman of the Audit Committee Nomination
and Remuneration Committee and Stakeholders
Relationship Committee
With his extensive business contacts and experience has
contributed significantly to the development of the Company
MS SEEMA KHANDELWAL
DIRECTOR
Ms Seema Khandelwal is an Independent Director of the
Company She is Bachelor in Commerce and hold vast
experience and expertise in the field of finance In addition to
assuming total responsibility of the Finance portfolio she
also oversees the Personnel functions in the Company She is
responsible for deploying the Companys strategic vision and
developing business alliances as well as building the
management team She has extensive advisory experience on
issues of strategy driving performance improvement
change management organization building and human
capital development
She is also a member of Nomination and Remuneration
Committee and Stakeholders Relationship Committee
MR AJAY KUMAR JINDAL
CHIEF FINANCIAL OFFICER
Mr Ajay Kumar Jindal is the Chief Financial Officer of the
Company having expertise in financial aspects
Mr Ajay Kumar Jindal holds degree of Bachelor in Commerce
He anticipate a low-key meeting with the Chairman of the
Board to develop the trust and working relationship key to a
well-managed and well-governed Company
DIRECTORS PROFILE | 3
DEAR MEMBERS
Your Directors have pleasure to present the Thirty- Fourth Annual Report of your Company Pawansut Holdings Limited for the financial year ended March 31 2018 In line with the requirements of the Companies Act 2013 and the rules framed thereunder this report covers the financial results and other
st stdevelopments during the Financial Year 1 April 2017 to 31 March 2018
PERFORMANCE HIGHLIGHTS
The highlights of performance of the Company for the financial year 2017-18 were as under with comparative position of previous years performance-
COMPANYS AFFAIRS
The year 2017-18 was a year with excellent financial results as far as your Company is concerned The Total Revenue for this period was Rs 13936496- as against Rs 18553137- in the year 2016-17 The Total Expenditure excluding Depreciation for the period was Rs 13358525- The Company had posted a record profit after tax of Rs 23229-as against Rs 183108-of the previous year
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in the market the earnings of the Company during the FY 2017-2018 are at the same level as in comparison with the previous FY 2016-2017
Further the management of the Company is in process of adopting various measures to enable the Company to be in a position to raise funds in order to enable the Company to enhance its NBFC Business
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company thus no dividend is being recommended for this year
RESERVES
The Company has transferred Rs 11797- to the special reserve us 45-IC of RBI Act 1934
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2018 stood at Rs 1131 Crore During the year under review the Company had not issued any Equity Shares with differential rights any Sweat Equity Shares and any Employee Stock Options
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the company in Form MGT-9 has been annexed with this report and is annexed as ldquoAnnexure - Ardquo
COMMITTEES OF THE BOARD
The Company has the following Committees
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings and attendance at the meetings are provided in the Corporate Governance Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is not required Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel
The policy on Related Party Transactions as approved by the Board of Directors h a s b e e n u p lo a de d o n t h e w e b s i t e o f t h e C o m p a n y v i z wwwpawansutholdingscom None of the Directors has any pecuniary relationship or transactions vis-agrave-vis the Company
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report for the financial year 2017-18 does not contain any adverse remarks qualification or reservation or disclaimer which require explanation comments by the Board
MATERIAL CHANGES AND COMMITMENTS
There are no changes in the nature of business during the financial year 2017-18 Further there are no material changes and commitments affecting the financial
stposition of the Company from 01 April 2018 till the date of issue of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable to the Company since it doesnt own any manufacturing facility
However the Company makes all efforts towards conservation of energy protection of environment and ensuring safety
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act 2013 or any joint venture Company
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwpawansutholdingscom
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy on criteria for determining materiality of events
5 Preservation of Documents and Archival Policy
6 Familiarisation Programmes for Independent Directors
7 Enterprise Risk Management Policy
8 Related Party Transaction Policy
9 Board Diversity
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act 2013 and Regulation 1 7 ( 9 ) o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e s Requirements)Regulations2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
REMUNERATION AND NOMINATION POLICY
4 | BOARDS REPORT
BOARDS REPORT
PARTICULARS 2017-2018 2016-2017
Operating Income 13936496 18553137
Other IncomeLoss - -
Total Income 13936496 18553137
Less Total Expenses 13358525 17805973
Profit(loss) before Depreciation amp Taxes 577971 747164
Less Depreciation 546687 402870
Less Current tax 33315 63694
Less Deferred Tax (25260) 97492
Profit(Loss) for the year 23229 183108
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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PAWANSUT HOLDINGS LIMITED
Thirty Fourth
ANNUAL REPORT
2018
CONTENTS
v CORPORATE INFORMATION
v CHAIRMANS MESSAGE
v DIRECTORS PROFILE
v BOARDS REPORT
v MANAGEMENT DISCUSSION amp ANALYSIS REPORT
v REPORT ON CORPORATE GOVERNANCE
v AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
v AUDITORS REPORT
v INDEPENDENT AUDITORS REPORT
v BALANCE SHEET
v STATEMENT OF PROFIT amp LOSS
v CASH FLOW STATEMENT
v NOTES TO FINANCIAL STATEMENTS
1
2
3
4
13
14
21
22
23
26
27
28
29
415 Usha Kiran Building Commercial ComplexAzadpur Delhi- 110 033
Mr Ram Kishore Bansal
Mr Ajay Kumar Jindal
www pawansutholdingscom
pawansutholdingsltdgmailcom
Andhra Bank
Ms M M Goyal amp Co Chartered AccountantsAddress- 208 Allied House 2nd Floor Shahzada Bagh 2 Old Rohtak Road Inder Lok Delhi- 110 035
Beetal Financial amp Computer Services (P) LimitedAddress Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
near Dada Harsukhdas Mandir New Delhi- 110 062
BSE LIMITED
BOARD OF DIRECTORS
REGISTERED OFFICE amp
CORPORATE OFFICE
COMPLIANCE OFFICER
CHIEF FINANCIAL OFFICER
WEBSITE AND E-MAIL
BANKERS
STATUTORY AUDITORS
REGISTRAR amp
TRANSFER AGENT
LISTING
bull Mr Ram Kishore Bansal Chairman amp Managing Directorbull Mr Pawan Kumar Poddar Independent Directorbull Ms Seema Khandelwal Independent Directorbull Mr Rahul Independent Director
CORPORATE INFORMATION | 1
DEAR SHAREHOLDERS
It gives me great pleasure to present to you your Companys Annual Report for FY18 share with you your Companys progress thus far and thoughts for the future
FY 18 has been a year of structural policy changes and financial reforms This government has implemented many significant reforms since it has assumed office four years ago but Demonetization and implementation of Goods and Service Tax (GST) has to be counted as the boldest decision this government has taken Even though these reforms and changes were perceived as hurdles by some sections India has managed to overcome them with optimism The country is also moving towards complete technological inclusion This demands an environment in which the transition to digital initiatives empowers our customers to be future ready which at PHL has been the prime focus in 2017-18
We believe the future is getting smarter and innovative The world is transforming at a rapid pace with extraordinary innovations designed to make things easier and life simpler Everybody expects to stay connected - families friends organizations employees customers etc Social communities are beginning to evolve digitally and are slowly replacing traditional modes of contact As we talk more with our customers it is evident that customers behavioural patterns are changing We have a mix of customers who want to do things by themselves and others who prefer personalized interactions
As a step towards being future ready PHL is anticipating the needs of its customers and is keeping digital transformation at the forefront of all developments Beyond the obvious challenges of the future there is always a mystery of the unknown Not all technological advancements can be predicted but we can explore key factors of change and their implications for both customers and us
PHL is committed towards ensuring that when change happens our customers are equipped to face the challenges and have the necessary tools in place
PHL operates in a dynamic and competitive environment Competing in this environment requires a commitment to customer service excellence and innovation areas where we continuously strive to improve
Our Purpose is clear We are here to make the financial lives of those who do business with us better Better by listening to our customers and clients and connecting them to the financial solutions they need And better by connecting across our company to deliver those solutions
PERFORMANCE OF COMPANY
I inform you that despite the mid-year temporary slowdown in demand due to demonetization we have managed to perform well in FY 18 Your company earned Revenue of Rs 13936496- during 2017-18 as compared to Rs 18553137- over previous year The Company has posted a record profit after tax of Rs 23229- as against Rs 183108- over the previous year
I would like to assure you that all our employees are working extremely hard with great dedication high energy and strong commitment through the year for your Company I sincerely thank them all vide this letter I would also like to thank all our stakeholders for reposing their faith in us and thank our regulators for their constant support and guidance
I also express my thanks to all our Directors for their invaluable contribution through their guidance and encouragement which have been critical for the success of the Company Finally I thank each and every shareholder large and small for your support and trust
I assure you that each one of us is committed to build a company that is high on corporate governance is of great value for society and is a Company that you will be proud of
I thank you for your attention
Regards
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
MR RAM KISHORE BANSAL
MANAGING DIRECTOR
Mr Ram Kishore Bansal is the Managing Director of the
Company His expertise lies in managing operations in a large
business environment formulating business strategies and
identifying new markets He is having Sound Finance and
Accounting Knowledge He has more than 15 years
experience in corporate law taxation finance and
investment He is responsible for deploying the Companys
strategic vision amp developing business alliances as well as
building the management team
MR RAHUL
DIRECTOR
Mr Rahul is an Independent Director of the Company He is
having experience in public relations and liasoning He is also
the member of the Audit Committee Nomination and
Remuneration Committee and Stakeholders Relationship
Committee
MR PAWAN KUMAR PODDAR
DIRECTOR
Mr Pawan Kumar Poddar is an Independent Director of the
Company He is recognized for excellent people management
and team building abilities besides infusing the spirit of
action and a result oriented work culture His expertise in
Capital Market Equity Research Company Law amp Finance
He is also a Chairman of the Audit Committee Nomination
and Remuneration Committee and Stakeholders
Relationship Committee
With his extensive business contacts and experience has
contributed significantly to the development of the Company
MS SEEMA KHANDELWAL
DIRECTOR
Ms Seema Khandelwal is an Independent Director of the
Company She is Bachelor in Commerce and hold vast
experience and expertise in the field of finance In addition to
assuming total responsibility of the Finance portfolio she
also oversees the Personnel functions in the Company She is
responsible for deploying the Companys strategic vision and
developing business alliances as well as building the
management team She has extensive advisory experience on
issues of strategy driving performance improvement
change management organization building and human
capital development
She is also a member of Nomination and Remuneration
Committee and Stakeholders Relationship Committee
MR AJAY KUMAR JINDAL
CHIEF FINANCIAL OFFICER
Mr Ajay Kumar Jindal is the Chief Financial Officer of the
Company having expertise in financial aspects
Mr Ajay Kumar Jindal holds degree of Bachelor in Commerce
He anticipate a low-key meeting with the Chairman of the
Board to develop the trust and working relationship key to a
well-managed and well-governed Company
DIRECTORS PROFILE | 3
DEAR MEMBERS
Your Directors have pleasure to present the Thirty- Fourth Annual Report of your Company Pawansut Holdings Limited for the financial year ended March 31 2018 In line with the requirements of the Companies Act 2013 and the rules framed thereunder this report covers the financial results and other
st stdevelopments during the Financial Year 1 April 2017 to 31 March 2018
PERFORMANCE HIGHLIGHTS
The highlights of performance of the Company for the financial year 2017-18 were as under with comparative position of previous years performance-
COMPANYS AFFAIRS
The year 2017-18 was a year with excellent financial results as far as your Company is concerned The Total Revenue for this period was Rs 13936496- as against Rs 18553137- in the year 2016-17 The Total Expenditure excluding Depreciation for the period was Rs 13358525- The Company had posted a record profit after tax of Rs 23229-as against Rs 183108-of the previous year
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in the market the earnings of the Company during the FY 2017-2018 are at the same level as in comparison with the previous FY 2016-2017
Further the management of the Company is in process of adopting various measures to enable the Company to be in a position to raise funds in order to enable the Company to enhance its NBFC Business
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company thus no dividend is being recommended for this year
RESERVES
The Company has transferred Rs 11797- to the special reserve us 45-IC of RBI Act 1934
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2018 stood at Rs 1131 Crore During the year under review the Company had not issued any Equity Shares with differential rights any Sweat Equity Shares and any Employee Stock Options
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the company in Form MGT-9 has been annexed with this report and is annexed as ldquoAnnexure - Ardquo
COMMITTEES OF THE BOARD
The Company has the following Committees
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings and attendance at the meetings are provided in the Corporate Governance Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is not required Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel
The policy on Related Party Transactions as approved by the Board of Directors h a s b e e n u p lo a de d o n t h e w e b s i t e o f t h e C o m p a n y v i z wwwpawansutholdingscom None of the Directors has any pecuniary relationship or transactions vis-agrave-vis the Company
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report for the financial year 2017-18 does not contain any adverse remarks qualification or reservation or disclaimer which require explanation comments by the Board
MATERIAL CHANGES AND COMMITMENTS
There are no changes in the nature of business during the financial year 2017-18 Further there are no material changes and commitments affecting the financial
stposition of the Company from 01 April 2018 till the date of issue of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable to the Company since it doesnt own any manufacturing facility
However the Company makes all efforts towards conservation of energy protection of environment and ensuring safety
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act 2013 or any joint venture Company
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwpawansutholdingscom
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy on criteria for determining materiality of events
5 Preservation of Documents and Archival Policy
6 Familiarisation Programmes for Independent Directors
7 Enterprise Risk Management Policy
8 Related Party Transaction Policy
9 Board Diversity
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act 2013 and Regulation 1 7 ( 9 ) o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e s Requirements)Regulations2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
REMUNERATION AND NOMINATION POLICY
4 | BOARDS REPORT
BOARDS REPORT
PARTICULARS 2017-2018 2016-2017
Operating Income 13936496 18553137
Other IncomeLoss - -
Total Income 13936496 18553137
Less Total Expenses 13358525 17805973
Profit(loss) before Depreciation amp Taxes 577971 747164
Less Depreciation 546687 402870
Less Current tax 33315 63694
Less Deferred Tax (25260) 97492
Profit(Loss) for the year 23229 183108
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
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CONTENTS
v CORPORATE INFORMATION
v CHAIRMANS MESSAGE
v DIRECTORS PROFILE
v BOARDS REPORT
v MANAGEMENT DISCUSSION amp ANALYSIS REPORT
v REPORT ON CORPORATE GOVERNANCE
v AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
v AUDITORS REPORT
v INDEPENDENT AUDITORS REPORT
v BALANCE SHEET
v STATEMENT OF PROFIT amp LOSS
v CASH FLOW STATEMENT
v NOTES TO FINANCIAL STATEMENTS
1
2
3
4
13
14
21
22
23
26
27
28
29
415 Usha Kiran Building Commercial ComplexAzadpur Delhi- 110 033
Mr Ram Kishore Bansal
Mr Ajay Kumar Jindal
www pawansutholdingscom
pawansutholdingsltdgmailcom
Andhra Bank
Ms M M Goyal amp Co Chartered AccountantsAddress- 208 Allied House 2nd Floor Shahzada Bagh 2 Old Rohtak Road Inder Lok Delhi- 110 035
Beetal Financial amp Computer Services (P) LimitedAddress Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
near Dada Harsukhdas Mandir New Delhi- 110 062
BSE LIMITED
BOARD OF DIRECTORS
REGISTERED OFFICE amp
CORPORATE OFFICE
COMPLIANCE OFFICER
CHIEF FINANCIAL OFFICER
WEBSITE AND E-MAIL
BANKERS
STATUTORY AUDITORS
REGISTRAR amp
TRANSFER AGENT
LISTING
bull Mr Ram Kishore Bansal Chairman amp Managing Directorbull Mr Pawan Kumar Poddar Independent Directorbull Ms Seema Khandelwal Independent Directorbull Mr Rahul Independent Director
CORPORATE INFORMATION | 1
DEAR SHAREHOLDERS
It gives me great pleasure to present to you your Companys Annual Report for FY18 share with you your Companys progress thus far and thoughts for the future
FY 18 has been a year of structural policy changes and financial reforms This government has implemented many significant reforms since it has assumed office four years ago but Demonetization and implementation of Goods and Service Tax (GST) has to be counted as the boldest decision this government has taken Even though these reforms and changes were perceived as hurdles by some sections India has managed to overcome them with optimism The country is also moving towards complete technological inclusion This demands an environment in which the transition to digital initiatives empowers our customers to be future ready which at PHL has been the prime focus in 2017-18
We believe the future is getting smarter and innovative The world is transforming at a rapid pace with extraordinary innovations designed to make things easier and life simpler Everybody expects to stay connected - families friends organizations employees customers etc Social communities are beginning to evolve digitally and are slowly replacing traditional modes of contact As we talk more with our customers it is evident that customers behavioural patterns are changing We have a mix of customers who want to do things by themselves and others who prefer personalized interactions
As a step towards being future ready PHL is anticipating the needs of its customers and is keeping digital transformation at the forefront of all developments Beyond the obvious challenges of the future there is always a mystery of the unknown Not all technological advancements can be predicted but we can explore key factors of change and their implications for both customers and us
PHL is committed towards ensuring that when change happens our customers are equipped to face the challenges and have the necessary tools in place
PHL operates in a dynamic and competitive environment Competing in this environment requires a commitment to customer service excellence and innovation areas where we continuously strive to improve
Our Purpose is clear We are here to make the financial lives of those who do business with us better Better by listening to our customers and clients and connecting them to the financial solutions they need And better by connecting across our company to deliver those solutions
PERFORMANCE OF COMPANY
I inform you that despite the mid-year temporary slowdown in demand due to demonetization we have managed to perform well in FY 18 Your company earned Revenue of Rs 13936496- during 2017-18 as compared to Rs 18553137- over previous year The Company has posted a record profit after tax of Rs 23229- as against Rs 183108- over the previous year
I would like to assure you that all our employees are working extremely hard with great dedication high energy and strong commitment through the year for your Company I sincerely thank them all vide this letter I would also like to thank all our stakeholders for reposing their faith in us and thank our regulators for their constant support and guidance
I also express my thanks to all our Directors for their invaluable contribution through their guidance and encouragement which have been critical for the success of the Company Finally I thank each and every shareholder large and small for your support and trust
I assure you that each one of us is committed to build a company that is high on corporate governance is of great value for society and is a Company that you will be proud of
I thank you for your attention
Regards
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
MR RAM KISHORE BANSAL
MANAGING DIRECTOR
Mr Ram Kishore Bansal is the Managing Director of the
Company His expertise lies in managing operations in a large
business environment formulating business strategies and
identifying new markets He is having Sound Finance and
Accounting Knowledge He has more than 15 years
experience in corporate law taxation finance and
investment He is responsible for deploying the Companys
strategic vision amp developing business alliances as well as
building the management team
MR RAHUL
DIRECTOR
Mr Rahul is an Independent Director of the Company He is
having experience in public relations and liasoning He is also
the member of the Audit Committee Nomination and
Remuneration Committee and Stakeholders Relationship
Committee
MR PAWAN KUMAR PODDAR
DIRECTOR
Mr Pawan Kumar Poddar is an Independent Director of the
Company He is recognized for excellent people management
and team building abilities besides infusing the spirit of
action and a result oriented work culture His expertise in
Capital Market Equity Research Company Law amp Finance
He is also a Chairman of the Audit Committee Nomination
and Remuneration Committee and Stakeholders
Relationship Committee
With his extensive business contacts and experience has
contributed significantly to the development of the Company
MS SEEMA KHANDELWAL
DIRECTOR
Ms Seema Khandelwal is an Independent Director of the
Company She is Bachelor in Commerce and hold vast
experience and expertise in the field of finance In addition to
assuming total responsibility of the Finance portfolio she
also oversees the Personnel functions in the Company She is
responsible for deploying the Companys strategic vision and
developing business alliances as well as building the
management team She has extensive advisory experience on
issues of strategy driving performance improvement
change management organization building and human
capital development
She is also a member of Nomination and Remuneration
Committee and Stakeholders Relationship Committee
MR AJAY KUMAR JINDAL
CHIEF FINANCIAL OFFICER
Mr Ajay Kumar Jindal is the Chief Financial Officer of the
Company having expertise in financial aspects
Mr Ajay Kumar Jindal holds degree of Bachelor in Commerce
He anticipate a low-key meeting with the Chairman of the
Board to develop the trust and working relationship key to a
well-managed and well-governed Company
DIRECTORS PROFILE | 3
DEAR MEMBERS
Your Directors have pleasure to present the Thirty- Fourth Annual Report of your Company Pawansut Holdings Limited for the financial year ended March 31 2018 In line with the requirements of the Companies Act 2013 and the rules framed thereunder this report covers the financial results and other
st stdevelopments during the Financial Year 1 April 2017 to 31 March 2018
PERFORMANCE HIGHLIGHTS
The highlights of performance of the Company for the financial year 2017-18 were as under with comparative position of previous years performance-
COMPANYS AFFAIRS
The year 2017-18 was a year with excellent financial results as far as your Company is concerned The Total Revenue for this period was Rs 13936496- as against Rs 18553137- in the year 2016-17 The Total Expenditure excluding Depreciation for the period was Rs 13358525- The Company had posted a record profit after tax of Rs 23229-as against Rs 183108-of the previous year
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in the market the earnings of the Company during the FY 2017-2018 are at the same level as in comparison with the previous FY 2016-2017
Further the management of the Company is in process of adopting various measures to enable the Company to be in a position to raise funds in order to enable the Company to enhance its NBFC Business
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company thus no dividend is being recommended for this year
RESERVES
The Company has transferred Rs 11797- to the special reserve us 45-IC of RBI Act 1934
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2018 stood at Rs 1131 Crore During the year under review the Company had not issued any Equity Shares with differential rights any Sweat Equity Shares and any Employee Stock Options
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the company in Form MGT-9 has been annexed with this report and is annexed as ldquoAnnexure - Ardquo
COMMITTEES OF THE BOARD
The Company has the following Committees
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings and attendance at the meetings are provided in the Corporate Governance Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is not required Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel
The policy on Related Party Transactions as approved by the Board of Directors h a s b e e n u p lo a de d o n t h e w e b s i t e o f t h e C o m p a n y v i z wwwpawansutholdingscom None of the Directors has any pecuniary relationship or transactions vis-agrave-vis the Company
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report for the financial year 2017-18 does not contain any adverse remarks qualification or reservation or disclaimer which require explanation comments by the Board
MATERIAL CHANGES AND COMMITMENTS
There are no changes in the nature of business during the financial year 2017-18 Further there are no material changes and commitments affecting the financial
stposition of the Company from 01 April 2018 till the date of issue of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable to the Company since it doesnt own any manufacturing facility
However the Company makes all efforts towards conservation of energy protection of environment and ensuring safety
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act 2013 or any joint venture Company
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwpawansutholdingscom
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy on criteria for determining materiality of events
5 Preservation of Documents and Archival Policy
6 Familiarisation Programmes for Independent Directors
7 Enterprise Risk Management Policy
8 Related Party Transaction Policy
9 Board Diversity
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act 2013 and Regulation 1 7 ( 9 ) o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e s Requirements)Regulations2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
REMUNERATION AND NOMINATION POLICY
4 | BOARDS REPORT
BOARDS REPORT
PARTICULARS 2017-2018 2016-2017
Operating Income 13936496 18553137
Other IncomeLoss - -
Total Income 13936496 18553137
Less Total Expenses 13358525 17805973
Profit(loss) before Depreciation amp Taxes 577971 747164
Less Depreciation 546687 402870
Less Current tax 33315 63694
Less Deferred Tax (25260) 97492
Profit(Loss) for the year 23229 183108
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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415 Usha Kiran Building Commercial ComplexAzadpur Delhi- 110 033
Mr Ram Kishore Bansal
Mr Ajay Kumar Jindal
www pawansutholdingscom
pawansutholdingsltdgmailcom
Andhra Bank
Ms M M Goyal amp Co Chartered AccountantsAddress- 208 Allied House 2nd Floor Shahzada Bagh 2 Old Rohtak Road Inder Lok Delhi- 110 035
Beetal Financial amp Computer Services (P) LimitedAddress Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
near Dada Harsukhdas Mandir New Delhi- 110 062
BSE LIMITED
BOARD OF DIRECTORS
REGISTERED OFFICE amp
CORPORATE OFFICE
COMPLIANCE OFFICER
CHIEF FINANCIAL OFFICER
WEBSITE AND E-MAIL
BANKERS
STATUTORY AUDITORS
REGISTRAR amp
TRANSFER AGENT
LISTING
bull Mr Ram Kishore Bansal Chairman amp Managing Directorbull Mr Pawan Kumar Poddar Independent Directorbull Ms Seema Khandelwal Independent Directorbull Mr Rahul Independent Director
CORPORATE INFORMATION | 1
DEAR SHAREHOLDERS
It gives me great pleasure to present to you your Companys Annual Report for FY18 share with you your Companys progress thus far and thoughts for the future
FY 18 has been a year of structural policy changes and financial reforms This government has implemented many significant reforms since it has assumed office four years ago but Demonetization and implementation of Goods and Service Tax (GST) has to be counted as the boldest decision this government has taken Even though these reforms and changes were perceived as hurdles by some sections India has managed to overcome them with optimism The country is also moving towards complete technological inclusion This demands an environment in which the transition to digital initiatives empowers our customers to be future ready which at PHL has been the prime focus in 2017-18
We believe the future is getting smarter and innovative The world is transforming at a rapid pace with extraordinary innovations designed to make things easier and life simpler Everybody expects to stay connected - families friends organizations employees customers etc Social communities are beginning to evolve digitally and are slowly replacing traditional modes of contact As we talk more with our customers it is evident that customers behavioural patterns are changing We have a mix of customers who want to do things by themselves and others who prefer personalized interactions
As a step towards being future ready PHL is anticipating the needs of its customers and is keeping digital transformation at the forefront of all developments Beyond the obvious challenges of the future there is always a mystery of the unknown Not all technological advancements can be predicted but we can explore key factors of change and their implications for both customers and us
PHL is committed towards ensuring that when change happens our customers are equipped to face the challenges and have the necessary tools in place
PHL operates in a dynamic and competitive environment Competing in this environment requires a commitment to customer service excellence and innovation areas where we continuously strive to improve
Our Purpose is clear We are here to make the financial lives of those who do business with us better Better by listening to our customers and clients and connecting them to the financial solutions they need And better by connecting across our company to deliver those solutions
PERFORMANCE OF COMPANY
I inform you that despite the mid-year temporary slowdown in demand due to demonetization we have managed to perform well in FY 18 Your company earned Revenue of Rs 13936496- during 2017-18 as compared to Rs 18553137- over previous year The Company has posted a record profit after tax of Rs 23229- as against Rs 183108- over the previous year
I would like to assure you that all our employees are working extremely hard with great dedication high energy and strong commitment through the year for your Company I sincerely thank them all vide this letter I would also like to thank all our stakeholders for reposing their faith in us and thank our regulators for their constant support and guidance
I also express my thanks to all our Directors for their invaluable contribution through their guidance and encouragement which have been critical for the success of the Company Finally I thank each and every shareholder large and small for your support and trust
I assure you that each one of us is committed to build a company that is high on corporate governance is of great value for society and is a Company that you will be proud of
I thank you for your attention
Regards
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
MR RAM KISHORE BANSAL
MANAGING DIRECTOR
Mr Ram Kishore Bansal is the Managing Director of the
Company His expertise lies in managing operations in a large
business environment formulating business strategies and
identifying new markets He is having Sound Finance and
Accounting Knowledge He has more than 15 years
experience in corporate law taxation finance and
investment He is responsible for deploying the Companys
strategic vision amp developing business alliances as well as
building the management team
MR RAHUL
DIRECTOR
Mr Rahul is an Independent Director of the Company He is
having experience in public relations and liasoning He is also
the member of the Audit Committee Nomination and
Remuneration Committee and Stakeholders Relationship
Committee
MR PAWAN KUMAR PODDAR
DIRECTOR
Mr Pawan Kumar Poddar is an Independent Director of the
Company He is recognized for excellent people management
and team building abilities besides infusing the spirit of
action and a result oriented work culture His expertise in
Capital Market Equity Research Company Law amp Finance
He is also a Chairman of the Audit Committee Nomination
and Remuneration Committee and Stakeholders
Relationship Committee
With his extensive business contacts and experience has
contributed significantly to the development of the Company
MS SEEMA KHANDELWAL
DIRECTOR
Ms Seema Khandelwal is an Independent Director of the
Company She is Bachelor in Commerce and hold vast
experience and expertise in the field of finance In addition to
assuming total responsibility of the Finance portfolio she
also oversees the Personnel functions in the Company She is
responsible for deploying the Companys strategic vision and
developing business alliances as well as building the
management team She has extensive advisory experience on
issues of strategy driving performance improvement
change management organization building and human
capital development
She is also a member of Nomination and Remuneration
Committee and Stakeholders Relationship Committee
MR AJAY KUMAR JINDAL
CHIEF FINANCIAL OFFICER
Mr Ajay Kumar Jindal is the Chief Financial Officer of the
Company having expertise in financial aspects
Mr Ajay Kumar Jindal holds degree of Bachelor in Commerce
He anticipate a low-key meeting with the Chairman of the
Board to develop the trust and working relationship key to a
well-managed and well-governed Company
DIRECTORS PROFILE | 3
DEAR MEMBERS
Your Directors have pleasure to present the Thirty- Fourth Annual Report of your Company Pawansut Holdings Limited for the financial year ended March 31 2018 In line with the requirements of the Companies Act 2013 and the rules framed thereunder this report covers the financial results and other
st stdevelopments during the Financial Year 1 April 2017 to 31 March 2018
PERFORMANCE HIGHLIGHTS
The highlights of performance of the Company for the financial year 2017-18 were as under with comparative position of previous years performance-
COMPANYS AFFAIRS
The year 2017-18 was a year with excellent financial results as far as your Company is concerned The Total Revenue for this period was Rs 13936496- as against Rs 18553137- in the year 2016-17 The Total Expenditure excluding Depreciation for the period was Rs 13358525- The Company had posted a record profit after tax of Rs 23229-as against Rs 183108-of the previous year
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in the market the earnings of the Company during the FY 2017-2018 are at the same level as in comparison with the previous FY 2016-2017
Further the management of the Company is in process of adopting various measures to enable the Company to be in a position to raise funds in order to enable the Company to enhance its NBFC Business
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company thus no dividend is being recommended for this year
RESERVES
The Company has transferred Rs 11797- to the special reserve us 45-IC of RBI Act 1934
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2018 stood at Rs 1131 Crore During the year under review the Company had not issued any Equity Shares with differential rights any Sweat Equity Shares and any Employee Stock Options
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the company in Form MGT-9 has been annexed with this report and is annexed as ldquoAnnexure - Ardquo
COMMITTEES OF THE BOARD
The Company has the following Committees
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings and attendance at the meetings are provided in the Corporate Governance Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is not required Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel
The policy on Related Party Transactions as approved by the Board of Directors h a s b e e n u p lo a de d o n t h e w e b s i t e o f t h e C o m p a n y v i z wwwpawansutholdingscom None of the Directors has any pecuniary relationship or transactions vis-agrave-vis the Company
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report for the financial year 2017-18 does not contain any adverse remarks qualification or reservation or disclaimer which require explanation comments by the Board
MATERIAL CHANGES AND COMMITMENTS
There are no changes in the nature of business during the financial year 2017-18 Further there are no material changes and commitments affecting the financial
stposition of the Company from 01 April 2018 till the date of issue of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable to the Company since it doesnt own any manufacturing facility
However the Company makes all efforts towards conservation of energy protection of environment and ensuring safety
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act 2013 or any joint venture Company
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwpawansutholdingscom
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy on criteria for determining materiality of events
5 Preservation of Documents and Archival Policy
6 Familiarisation Programmes for Independent Directors
7 Enterprise Risk Management Policy
8 Related Party Transaction Policy
9 Board Diversity
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act 2013 and Regulation 1 7 ( 9 ) o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e s Requirements)Regulations2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
REMUNERATION AND NOMINATION POLICY
4 | BOARDS REPORT
BOARDS REPORT
PARTICULARS 2017-2018 2016-2017
Operating Income 13936496 18553137
Other IncomeLoss - -
Total Income 13936496 18553137
Less Total Expenses 13358525 17805973
Profit(loss) before Depreciation amp Taxes 577971 747164
Less Depreciation 546687 402870
Less Current tax 33315 63694
Less Deferred Tax (25260) 97492
Profit(Loss) for the year 23229 183108
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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DEAR SHAREHOLDERS
It gives me great pleasure to present to you your Companys Annual Report for FY18 share with you your Companys progress thus far and thoughts for the future
FY 18 has been a year of structural policy changes and financial reforms This government has implemented many significant reforms since it has assumed office four years ago but Demonetization and implementation of Goods and Service Tax (GST) has to be counted as the boldest decision this government has taken Even though these reforms and changes were perceived as hurdles by some sections India has managed to overcome them with optimism The country is also moving towards complete technological inclusion This demands an environment in which the transition to digital initiatives empowers our customers to be future ready which at PHL has been the prime focus in 2017-18
We believe the future is getting smarter and innovative The world is transforming at a rapid pace with extraordinary innovations designed to make things easier and life simpler Everybody expects to stay connected - families friends organizations employees customers etc Social communities are beginning to evolve digitally and are slowly replacing traditional modes of contact As we talk more with our customers it is evident that customers behavioural patterns are changing We have a mix of customers who want to do things by themselves and others who prefer personalized interactions
As a step towards being future ready PHL is anticipating the needs of its customers and is keeping digital transformation at the forefront of all developments Beyond the obvious challenges of the future there is always a mystery of the unknown Not all technological advancements can be predicted but we can explore key factors of change and their implications for both customers and us
PHL is committed towards ensuring that when change happens our customers are equipped to face the challenges and have the necessary tools in place
PHL operates in a dynamic and competitive environment Competing in this environment requires a commitment to customer service excellence and innovation areas where we continuously strive to improve
Our Purpose is clear We are here to make the financial lives of those who do business with us better Better by listening to our customers and clients and connecting them to the financial solutions they need And better by connecting across our company to deliver those solutions
PERFORMANCE OF COMPANY
I inform you that despite the mid-year temporary slowdown in demand due to demonetization we have managed to perform well in FY 18 Your company earned Revenue of Rs 13936496- during 2017-18 as compared to Rs 18553137- over previous year The Company has posted a record profit after tax of Rs 23229- as against Rs 183108- over the previous year
I would like to assure you that all our employees are working extremely hard with great dedication high energy and strong commitment through the year for your Company I sincerely thank them all vide this letter I would also like to thank all our stakeholders for reposing their faith in us and thank our regulators for their constant support and guidance
I also express my thanks to all our Directors for their invaluable contribution through their guidance and encouragement which have been critical for the success of the Company Finally I thank each and every shareholder large and small for your support and trust
I assure you that each one of us is committed to build a company that is high on corporate governance is of great value for society and is a Company that you will be proud of
I thank you for your attention
Regards
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
MR RAM KISHORE BANSAL
MANAGING DIRECTOR
Mr Ram Kishore Bansal is the Managing Director of the
Company His expertise lies in managing operations in a large
business environment formulating business strategies and
identifying new markets He is having Sound Finance and
Accounting Knowledge He has more than 15 years
experience in corporate law taxation finance and
investment He is responsible for deploying the Companys
strategic vision amp developing business alliances as well as
building the management team
MR RAHUL
DIRECTOR
Mr Rahul is an Independent Director of the Company He is
having experience in public relations and liasoning He is also
the member of the Audit Committee Nomination and
Remuneration Committee and Stakeholders Relationship
Committee
MR PAWAN KUMAR PODDAR
DIRECTOR
Mr Pawan Kumar Poddar is an Independent Director of the
Company He is recognized for excellent people management
and team building abilities besides infusing the spirit of
action and a result oriented work culture His expertise in
Capital Market Equity Research Company Law amp Finance
He is also a Chairman of the Audit Committee Nomination
and Remuneration Committee and Stakeholders
Relationship Committee
With his extensive business contacts and experience has
contributed significantly to the development of the Company
MS SEEMA KHANDELWAL
DIRECTOR
Ms Seema Khandelwal is an Independent Director of the
Company She is Bachelor in Commerce and hold vast
experience and expertise in the field of finance In addition to
assuming total responsibility of the Finance portfolio she
also oversees the Personnel functions in the Company She is
responsible for deploying the Companys strategic vision and
developing business alliances as well as building the
management team She has extensive advisory experience on
issues of strategy driving performance improvement
change management organization building and human
capital development
She is also a member of Nomination and Remuneration
Committee and Stakeholders Relationship Committee
MR AJAY KUMAR JINDAL
CHIEF FINANCIAL OFFICER
Mr Ajay Kumar Jindal is the Chief Financial Officer of the
Company having expertise in financial aspects
Mr Ajay Kumar Jindal holds degree of Bachelor in Commerce
He anticipate a low-key meeting with the Chairman of the
Board to develop the trust and working relationship key to a
well-managed and well-governed Company
DIRECTORS PROFILE | 3
DEAR MEMBERS
Your Directors have pleasure to present the Thirty- Fourth Annual Report of your Company Pawansut Holdings Limited for the financial year ended March 31 2018 In line with the requirements of the Companies Act 2013 and the rules framed thereunder this report covers the financial results and other
st stdevelopments during the Financial Year 1 April 2017 to 31 March 2018
PERFORMANCE HIGHLIGHTS
The highlights of performance of the Company for the financial year 2017-18 were as under with comparative position of previous years performance-
COMPANYS AFFAIRS
The year 2017-18 was a year with excellent financial results as far as your Company is concerned The Total Revenue for this period was Rs 13936496- as against Rs 18553137- in the year 2016-17 The Total Expenditure excluding Depreciation for the period was Rs 13358525- The Company had posted a record profit after tax of Rs 23229-as against Rs 183108-of the previous year
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in the market the earnings of the Company during the FY 2017-2018 are at the same level as in comparison with the previous FY 2016-2017
Further the management of the Company is in process of adopting various measures to enable the Company to be in a position to raise funds in order to enable the Company to enhance its NBFC Business
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company thus no dividend is being recommended for this year
RESERVES
The Company has transferred Rs 11797- to the special reserve us 45-IC of RBI Act 1934
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2018 stood at Rs 1131 Crore During the year under review the Company had not issued any Equity Shares with differential rights any Sweat Equity Shares and any Employee Stock Options
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the company in Form MGT-9 has been annexed with this report and is annexed as ldquoAnnexure - Ardquo
COMMITTEES OF THE BOARD
The Company has the following Committees
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings and attendance at the meetings are provided in the Corporate Governance Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is not required Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel
The policy on Related Party Transactions as approved by the Board of Directors h a s b e e n u p lo a de d o n t h e w e b s i t e o f t h e C o m p a n y v i z wwwpawansutholdingscom None of the Directors has any pecuniary relationship or transactions vis-agrave-vis the Company
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report for the financial year 2017-18 does not contain any adverse remarks qualification or reservation or disclaimer which require explanation comments by the Board
MATERIAL CHANGES AND COMMITMENTS
There are no changes in the nature of business during the financial year 2017-18 Further there are no material changes and commitments affecting the financial
stposition of the Company from 01 April 2018 till the date of issue of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable to the Company since it doesnt own any manufacturing facility
However the Company makes all efforts towards conservation of energy protection of environment and ensuring safety
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act 2013 or any joint venture Company
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwpawansutholdingscom
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy on criteria for determining materiality of events
5 Preservation of Documents and Archival Policy
6 Familiarisation Programmes for Independent Directors
7 Enterprise Risk Management Policy
8 Related Party Transaction Policy
9 Board Diversity
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act 2013 and Regulation 1 7 ( 9 ) o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e s Requirements)Regulations2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
REMUNERATION AND NOMINATION POLICY
4 | BOARDS REPORT
BOARDS REPORT
PARTICULARS 2017-2018 2016-2017
Operating Income 13936496 18553137
Other IncomeLoss - -
Total Income 13936496 18553137
Less Total Expenses 13358525 17805973
Profit(loss) before Depreciation amp Taxes 577971 747164
Less Depreciation 546687 402870
Less Current tax 33315 63694
Less Deferred Tax (25260) 97492
Profit(Loss) for the year 23229 183108
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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MR RAM KISHORE BANSAL
MANAGING DIRECTOR
Mr Ram Kishore Bansal is the Managing Director of the
Company His expertise lies in managing operations in a large
business environment formulating business strategies and
identifying new markets He is having Sound Finance and
Accounting Knowledge He has more than 15 years
experience in corporate law taxation finance and
investment He is responsible for deploying the Companys
strategic vision amp developing business alliances as well as
building the management team
MR RAHUL
DIRECTOR
Mr Rahul is an Independent Director of the Company He is
having experience in public relations and liasoning He is also
the member of the Audit Committee Nomination and
Remuneration Committee and Stakeholders Relationship
Committee
MR PAWAN KUMAR PODDAR
DIRECTOR
Mr Pawan Kumar Poddar is an Independent Director of the
Company He is recognized for excellent people management
and team building abilities besides infusing the spirit of
action and a result oriented work culture His expertise in
Capital Market Equity Research Company Law amp Finance
He is also a Chairman of the Audit Committee Nomination
and Remuneration Committee and Stakeholders
Relationship Committee
With his extensive business contacts and experience has
contributed significantly to the development of the Company
MS SEEMA KHANDELWAL
DIRECTOR
Ms Seema Khandelwal is an Independent Director of the
Company She is Bachelor in Commerce and hold vast
experience and expertise in the field of finance In addition to
assuming total responsibility of the Finance portfolio she
also oversees the Personnel functions in the Company She is
responsible for deploying the Companys strategic vision and
developing business alliances as well as building the
management team She has extensive advisory experience on
issues of strategy driving performance improvement
change management organization building and human
capital development
She is also a member of Nomination and Remuneration
Committee and Stakeholders Relationship Committee
MR AJAY KUMAR JINDAL
CHIEF FINANCIAL OFFICER
Mr Ajay Kumar Jindal is the Chief Financial Officer of the
Company having expertise in financial aspects
Mr Ajay Kumar Jindal holds degree of Bachelor in Commerce
He anticipate a low-key meeting with the Chairman of the
Board to develop the trust and working relationship key to a
well-managed and well-governed Company
DIRECTORS PROFILE | 3
DEAR MEMBERS
Your Directors have pleasure to present the Thirty- Fourth Annual Report of your Company Pawansut Holdings Limited for the financial year ended March 31 2018 In line with the requirements of the Companies Act 2013 and the rules framed thereunder this report covers the financial results and other
st stdevelopments during the Financial Year 1 April 2017 to 31 March 2018
PERFORMANCE HIGHLIGHTS
The highlights of performance of the Company for the financial year 2017-18 were as under with comparative position of previous years performance-
COMPANYS AFFAIRS
The year 2017-18 was a year with excellent financial results as far as your Company is concerned The Total Revenue for this period was Rs 13936496- as against Rs 18553137- in the year 2016-17 The Total Expenditure excluding Depreciation for the period was Rs 13358525- The Company had posted a record profit after tax of Rs 23229-as against Rs 183108-of the previous year
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in the market the earnings of the Company during the FY 2017-2018 are at the same level as in comparison with the previous FY 2016-2017
Further the management of the Company is in process of adopting various measures to enable the Company to be in a position to raise funds in order to enable the Company to enhance its NBFC Business
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company thus no dividend is being recommended for this year
RESERVES
The Company has transferred Rs 11797- to the special reserve us 45-IC of RBI Act 1934
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2018 stood at Rs 1131 Crore During the year under review the Company had not issued any Equity Shares with differential rights any Sweat Equity Shares and any Employee Stock Options
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the company in Form MGT-9 has been annexed with this report and is annexed as ldquoAnnexure - Ardquo
COMMITTEES OF THE BOARD
The Company has the following Committees
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings and attendance at the meetings are provided in the Corporate Governance Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is not required Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel
The policy on Related Party Transactions as approved by the Board of Directors h a s b e e n u p lo a de d o n t h e w e b s i t e o f t h e C o m p a n y v i z wwwpawansutholdingscom None of the Directors has any pecuniary relationship or transactions vis-agrave-vis the Company
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report for the financial year 2017-18 does not contain any adverse remarks qualification or reservation or disclaimer which require explanation comments by the Board
MATERIAL CHANGES AND COMMITMENTS
There are no changes in the nature of business during the financial year 2017-18 Further there are no material changes and commitments affecting the financial
stposition of the Company from 01 April 2018 till the date of issue of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable to the Company since it doesnt own any manufacturing facility
However the Company makes all efforts towards conservation of energy protection of environment and ensuring safety
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act 2013 or any joint venture Company
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwpawansutholdingscom
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy on criteria for determining materiality of events
5 Preservation of Documents and Archival Policy
6 Familiarisation Programmes for Independent Directors
7 Enterprise Risk Management Policy
8 Related Party Transaction Policy
9 Board Diversity
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act 2013 and Regulation 1 7 ( 9 ) o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e s Requirements)Regulations2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
REMUNERATION AND NOMINATION POLICY
4 | BOARDS REPORT
BOARDS REPORT
PARTICULARS 2017-2018 2016-2017
Operating Income 13936496 18553137
Other IncomeLoss - -
Total Income 13936496 18553137
Less Total Expenses 13358525 17805973
Profit(loss) before Depreciation amp Taxes 577971 747164
Less Depreciation 546687 402870
Less Current tax 33315 63694
Less Deferred Tax (25260) 97492
Profit(Loss) for the year 23229 183108
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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DEAR MEMBERS
Your Directors have pleasure to present the Thirty- Fourth Annual Report of your Company Pawansut Holdings Limited for the financial year ended March 31 2018 In line with the requirements of the Companies Act 2013 and the rules framed thereunder this report covers the financial results and other
st stdevelopments during the Financial Year 1 April 2017 to 31 March 2018
PERFORMANCE HIGHLIGHTS
The highlights of performance of the Company for the financial year 2017-18 were as under with comparative position of previous years performance-
COMPANYS AFFAIRS
The year 2017-18 was a year with excellent financial results as far as your Company is concerned The Total Revenue for this period was Rs 13936496- as against Rs 18553137- in the year 2016-17 The Total Expenditure excluding Depreciation for the period was Rs 13358525- The Company had posted a record profit after tax of Rs 23229-as against Rs 183108-of the previous year
PERFORMANCE AND FUTURE PROSPECTS
The Company being an NBFC Company and taking into consideration the risks in the market the earnings of the Company during the FY 2017-2018 are at the same level as in comparison with the previous FY 2016-2017
Further the management of the Company is in process of adopting various measures to enable the Company to be in a position to raise funds in order to enable the Company to enhance its NBFC Business
DIVIDEND
The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company thus no dividend is being recommended for this year
RESERVES
The Company has transferred Rs 11797- to the special reserve us 45-IC of RBI Act 1934
CHANGES IN SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2018 stood at Rs 1131 Crore During the year under review the Company had not issued any Equity Shares with differential rights any Sweat Equity Shares and any Employee Stock Options
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return of the company in Form MGT-9 has been annexed with this report and is annexed as ldquoAnnexure - Ardquo
COMMITTEES OF THE BOARD
The Company has the following Committees
1 Audit Committee
2 Nomination and Remuneration Committee
3 Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings and attendance at the meetings are provided in the Corporate Governance Report
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is not required Further there are no material related party transactions during the year under review with the Promoters Directors or Key Managerial Personnel
The policy on Related Party Transactions as approved by the Board of Directors h a s b e e n u p lo a de d o n t h e w e b s i t e o f t h e C o m p a n y v i z wwwpawansutholdingscom None of the Directors has any pecuniary relationship or transactions vis-agrave-vis the Company
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments The Auditors Report for the financial year 2017-18 does not contain any adverse remarks qualification or reservation or disclaimer which require explanation comments by the Board
MATERIAL CHANGES AND COMMITMENTS
There are no changes in the nature of business during the financial year 2017-18 Further there are no material changes and commitments affecting the financial
stposition of the Company from 01 April 2018 till the date of issue of this report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO-INFORMATION AS PER SECTION 134(3) (m) OF THE COMPANIES ACT 2013
The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 are not applicable to the Company since it doesnt own any manufacturing facility
However the Company makes all efforts towards conservation of energy protection of environment and ensuring safety
SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES
The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act 2013 or any joint venture Company
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwpawansutholdingscom
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy on criteria for determining materiality of events
5 Preservation of Documents and Archival Policy
6 Familiarisation Programmes for Independent Directors
7 Enterprise Risk Management Policy
8 Related Party Transaction Policy
9 Board Diversity
RISK MANAGEMENT POLICY
In accordance with the requirements of the Companies Act 2013 and Regulation 1 7 ( 9 ) o f S E B I ( L i s t i n g O b l i g a t i o n s a n d D i s c l o s u r e s Requirements)Regulations2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
REMUNERATION AND NOMINATION POLICY
4 | BOARDS REPORT
BOARDS REPORT
PARTICULARS 2017-2018 2016-2017
Operating Income 13936496 18553137
Other IncomeLoss - -
Total Income 13936496 18553137
Less Total Expenses 13358525 17805973
Profit(loss) before Depreciation amp Taxes 577971 747164
Less Depreciation 546687 402870
Less Current tax 33315 63694
Less Deferred Tax (25260) 97492
Profit(Loss) for the year 23229 183108
They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the Listing Regulations The above confirmations were placed before the Board and noted by it
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss the Companys policies and strategy apart from other Board matters The tentative annual calendar of the Board and Committee meetings is circulated in advance to facilitate the Directors to plan their schedule and to ensure participation in the meetings The notice for the BoardCommittee meetings is also given well in advance to all the Directors The Board of Directors met Eight (8) times in the year 2017-2018 The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report
PERFORMANCE EVALUATION OF THE DIRECTORS ETC
The Board of Directors has carried out an annual evaluation of its own performance board committees pursuant to the provisions of the Act
The performance of the board was evaluated by the board and Nomination and Remuneration committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of board processes information and functioning etc
The performance of the committees was evaluated by the board and Nomination and Remuneration committee after seeking inputs from the committee members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc
In a separate meeting of Independent Directors performance of non-independent directors and performance of the board as a whole was evaluated taking into account the views of executive directors and non-executive directors Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
T h e r e a r e n o s i g n i f i c a n t m a t e r i a l o r de r s p a s s e d b y t h e RegulatorsCourtsTribunals which would impact the going concern status of the Company and its future operations
INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk-mitigation system which are constantly assessed and strengthened with newrevised standard operating procedures The Companys internal control system is commensurate with its size scale and complexities of its operations The Companys internal control systems are conducted by Ms Veena Internal Auditor The main thrust of internal audit is to test and review controls appraisal of risks and business processes besides benchmarking controls with best practices in the industry
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same The Company has a robust Management Information System which is an integral part of the control mechanism
The Audit Committee of the Board of Directors and Statutory Auditor are periodically apprised of the internal audit findings and corrective actions are taken thereafter Audit plays a key role in providing assurance to the Board of Directors Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board To maintain its objectivity and independence the Internal Audit function reports to the Chairman of the Audit Committee
PUBLIC DEPOSITS
The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI
AUDITORS
Ms M M Goyal amp Co Chartered Accountants (Firm Registration Number 007198N) were appointed as the Auditor of the Company by the shareholder in
nd ththe 32 Annual General Meeting for a period of 5 years ie up to 37 Annual General Meeting of the Company subject to ratification at each Annual General Meeting
In terms of Section 40 of the Companies (Amendment) Act 2017 notified on May 07 2018 the requirement for ratification of appointment of Statutory Auditors by
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company This policy also lays down criteria for selection and appointment of Board Members The details of this policy are explained in the Corporate Governance Report
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr Laxman Singh Satyapal vacated the office and from the post of Managing Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
And Mr Pradeep Kumar Jindal vacated the office and from the post of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013 with immediate effect
The Directors place on record their appreciation for valuable contribution made by Mr Laxman Singh Satyapal amp Mr Pradeep Kumar Jindal during their tenure in the Company
Pursuant to recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company at its meeting held on November 13 2017 unanimously appointed Mr Ram Kishore Bansal as Managing Director of the Company for a period of five years with effect from November 13 2017 subject to approval of the Members at the ensuing Annual General Meeting (AGM)
The necessary resolution for the appointment of Mr Ram Kishore Bansal along with his brief profile and Additional Information as required under the Listing Regulations is included in the notice convening the Thirty-Fourth AGM of the Company for shareholders approval
As on March 31 2018 the Company had Four Directors on its Board comprising of three Independent Directors and the Managing Director
Mr Ram Kishore Bansal Managing Director and Mr Ajay Kumar Jindal Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP) within the meaning of Section 203(1) of the Act
The current composition of the Board of Directors of your Company is as under-
A) KEY MANAGERIAL PERSONNEL
The Board appointed the below mentioned persons as the Key managerial personnel of the Company under section 203 of the Companies act 2013 are as follows
B) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
Ms Shweta Gupta resigned as Company Secretary amp Key Managerial Personnel of the Company with effect from April 02 2018 The Board has placed on record his sincere appreciation and gratitude for contributions made by her during her tenure as Company Secretary
C) RETIREMENT BY ROTATION
In accordance with the provisions of section 152(6) and other applicable provisions of the Companies Act 2013 Mr Ram Kishore Bansal (DIN 05195812) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment The Board recommends his re-appointment
D) DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014
BOARDS REPORT | 5
SI Name of Director Designation Date ofNo Appointment
1 Mr Ram Kishore Bansal Chairman amp Managing Director 13112017
2 Mr Rahul Independent Director 13112015
3 Mr Pawan Kumar Poddar Independent Director 20032011
4 Ms Seema Khandelwal Independent Director 29052014
SI Name of the Person DesignationNo
1 Mr Ram Kishore Bansal Managing Director
2 Mr Ajay Kumar Jindal Chief Financial Officer
Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rules thereunder no women employee during the year under review has approached the management for a sexual harassment complaint
BUSINESS RESPONSIBILITY STATEMENT
SEBI vide its Circular CIRCFDDIL82012 dated August 13 2012 mandated the top 100 listed entities based on market capitalization at BSE and NSE to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies from Environmental Social and Governance perspective Accordingly this circular is not applicable to our company
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013
i) that in the preparation of the Annual Accounts for the year ended March 31 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
ii) the directors had selected such accounting policies and applied them consistently and made judgements 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 March 31 2018 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) the annual accounts have been prepared on a going concern basis
v) 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
vi) 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
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same
APPRECIATION
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels for hard work and support Your Companys achievements would not have been possible without their efforts commitment and support Your Directors also wish to thank its customers dealers agents suppliers investors and bankers for their continued support and faith reposed in the Company
members at every Annual General Meeting has been omitted and accordingly Membersrsquo approval is not required for ratification of their appointment annually Hence Ms M M Goyal amp Co shall continue as Statutory Auditors for the
thremaining period of the term till the 37 Annual General Meeting
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Statutory Auditor in their report for the Financial Year ended March 31 2018 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
SECRETARIAL AUDIT AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules made thereunder Ms KPG amp Associates Company Secretary Firm was appointed to conduct the secretarial audit for the financial year 2017-18 The Secretarial Audit Report as received from Secretarial Auditor is appended to this Boards Report
COMMENTS ON SECRETARIAL AUDITORS REPORT
There are no qualifications reservations adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report or by Ms KPG amp Associates Company Secretary in Practice in their Secretarial Audit Report The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2017-18
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has a vigil mechanismwhistle blower policy to deal with instance of fraud and mismanagement
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION amp ANALYSIS
The reports on Corporate Governance and Management Discussion amp Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations forms part of this Report The certificate from the Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Report on Corporate Governance
RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your company closed its accounts on March 31 2018 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
RESERVE BANK OF INDIA REGULATIONS
The Reserve Bank of India has classified the Company as ldquoCategory B Non-Banking Finance Companyrdquo The Company has complied with all the applicable regulations of the Reserve Bank of India
RBI GUIDELINES
Your Company is complying with all the guidelines of the Reserve Bank of India as applicable on Non Banking Finance Company
The particulars as applicable to the Company in terms of Para 13 of the NBFC Regulations are appended to the Balance Sheet
NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS 1998
Pursuant to the Non Banking Financial Companies Auditors Report (Reserve Bank) Directions 1998 a report from the Statutory Auditors to the Board of Directors has been received by the Company
EMPLOYEE REMUNERATION
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Brdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered
6 | BOARDS REPORT
Place Delhi
Date 30052018
Sd-
(RAM KISHORE BANSAL)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings Limited
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 AANCHAL JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 25102017 -100000 395000 Inter-se Transfer
21112017 -200000 195000 Inter-se Transfer11122017 -150000 45000 Inter-se Transfer26122017 -24000 21000 Inter-se Transfer
495000 438
At the end of year 21000 019
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2017) (31st March 2018)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 2222709 0 2222709 1965 1256247 0 1256247 1110 -855b) Central Govtor State Govt 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855(2) Foreign 0 0 0 0 0 0 0 0 0a) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 2222709 0 2222709 1965 1256247 0 1256247 1110 -855B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0
0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsi) Indian 910741 0 910741 805 856879 0 856879 757 -048ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders 873140 6500 879640 777 1522704 6500 1529204 1352 575 holding nominal share capital upto Rs1 lakhsii) Individuals shareholders 5891686 162000 6053686 5351 6415621 0 6415621 5671 320 holding nominal share capital in excess of Rs 1 lakhsc) Others (specify) NRI 301255 0 301255 266 239360 0 239360 212 -054 Clearing Members 17035 0 17035 015 5388 0 5388 005 -010
HUF 926839 2000 928839 821 1009206 2000 1011206 894 073Sub-total (B)(2)- 8920696 170500 9091196 8035 10049158 8500 10057658 8890 855
Total Public Shareholding(B)= (B)(1)+(B)(2) 8920696 170500 9091196 8035 10049158 8500 10057658 888964 855C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 000 0Grand Total (A+B+C) 11143405 170500 11313905 100 11305405 170500 11313905 10000 0
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 MAMTA JINDAL 5578 005 000 36578 032 000 027
2 ARCHIT JINDAL 542346 479 000 204363 181 -298
3 AANCHAL JINDAL 495000 438 000 21000 019 000 -419
4 PRADEEP KUMAR JINDAL 1179785 1043 000 994306 879 000 -164
amp SONS HUF
i CIN L65929DL1984PLC019506
ii Registration Date 06-12-1984
iii Name of the Company PAWANSUT HOLDINGS LIMITED
iv CategorySub-category Public Company Limited by Sharesof the Company (Registered with RBI as a
Non Banking Financial Company)
v Address of the Registered office 415 Usha Kiran Buildingamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399 45689333
vi Whether listed company YES
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032018
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS (ii) SHARE HOLDING OF PROMOTERS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
2
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NONE
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
ANNEXURE A
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 542346 479
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 12042017 -200000 342346 Market Sale
24042017 -200000 142346 Off Market Sale05052017 -15000 127346 Market Sale08052017 -85000 42346 Market Sale11082017 -18373 23973 Market Sale11092017 -15450 8523 Market Sale12092017 -5000 3523 Market Sale25102017 100000 103523 Inter-se Transfer25102017 -15500 88023 Sale21112017 200000 288023 Inter-se Transfer22112017 -100000 188023 Market Sale30112017 -100000 88023 Sale04122017 -60800 27223 Sale11122017 150000 177223 Inter-se Transfer11122017 -100000 77223 Market Sale29122017 -64865 12358 Market Sale01022018 192005 204363 Off Market Purchase
At the end of year 204363 181
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 MAMTA JINDAL shares shares of the
company
At the beginning of the year 5578
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 24052017 96000 101578 Purchase
23062017 -15000 86578 Market Sale05072017 -50000 36578 Market Sale
005
At the end of year 36578 032
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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-
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year 1179785
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08062017 -50000 1129785 Off Market Sale
12072017 -150000 979785 Market Sale28072017 14521 994306 Purchase
1043
At the end of year 994306 879
8 | EXTRACT OF ANNUAL RETURN
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 AKSHYA ARORA shares shares of the
company
At the beginning of the year 335355 296
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 335355 296
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 DR ARORA shares shares of the
company
At the beginning of the year 346442 306
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 346442 306
For Each of the Top 10Shareholders
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 GAURAV KHETAN shares shares of the
company
At the beginning of the year 300000 265
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14042017 1823 301823 Purchase
21042017 -1823 300000 Sale28042017 -26300 273700 Sale
At the end of year 273700 242
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 JITENDER RAJPAL shares shares of the
company
At the beginning of the year 255950 226
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the Year
At the end of year 255950 226
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 GAURAV HITENDRA SHAH shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 01122017 139800 139800 Purchase
08122017 25000 164800 Purchase15122017 25000 189800 Purchase22122017 45000 234800 Purchase
At the end of year 234800 208
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 DHARMENDRA SHAH shares shares of the
company
At the beginning of the year 477884 422
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 21042017 -97192 380692 Sale
02062017 135908 516600 Purchase09062017 -40000 476600 Sale01122017 -47342 429258 Sale15122017 -700 428558 Sale22122017 -148390 280168 Sale19012018 -50000 230168 Sale
At the end of year 230168 203
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 MAMTA KHANDELWAL shares shares of the
company
At the beginning of the year 165000 146
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07072017 13000 178000 Purchase
At the end of year 178000 157
For Each of the Top 10Shareholders
S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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S No Name of the Director KMP No of of total1 RAM KISHORE BANSAL shares shares of the
(Appointed wef 13092017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 SHARE INDIA SECURITIES LIMITED shares shares of the
company
At the beginning of the year 135501 120
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 14072017 4 135505 Purchase
21072017 496 136001 Purchase30092017 4 136005 Purchase01122017 3 136008 Purchase08122017 -3 136005 Sale29122017 6 136011 Purchase12012018 2 136013 Purchase09022018 2 136015 Purchase16022018 -2 136013 Sale09032018 -10 136003 Sale30032018 6 136009 Purchase
At the end of year 136009 120
For Each of the Top 10ShareholdersShareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 MAXGROWTH CAPITAL PVT LTD shares shares of the
company
At the beginning of the year 161629 143
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 07042017 -499 161130 Sale
14042017 15995 177125 Purchase21042017 16010 193135 Purchase28042017 6280 199415 Purchase05052017 3743 203158 Purchase12052017 -4562 198596 Sale19052017 32356 230952 Purchase26052017 13080 244032 Purchase02062017 2095 246127 Purchase09062017 23186 269313 Purchase16062017 -3727 265586 Sale23062017 -3377 262209 Sale30062017 -54 262155 Sale07072017 -19 262136 Sale14072017 -21208 240928 Sale21072017 37 240965 Purchase28072017 124 241089 Purchase04082017 -3240 237849 Sale11082017 -146 237703 Sale18082017 3527 241230 Purchase25082017 88 241318 Purchase01092017 -30510 210808 Sale08092017 -20553 190255 Sale15092017 254 190509 Purchase22092017 493 191002 Purchase30092017 -16711 174291 Sale06102017 284 174575 Purchase13102017 109 174684 Purchase20102017 150 174834 Purchase27102017 -157 174677 Sale03112017 599 175276 Purchase10112017 952 176228 Purchase17112017 866 177094 Purchase24112017 -2409 174685 Sale01122017 38 174723 Purchase08122017 -526 174197 Sale15122017 -4390 169807 Sale22122017 -177 169630 Sale29122017 84 169714 Purchase05012018 -110 169604 Sale12012018 -5 169599 Sale19012018 -21 169578 Sale26012018 65 169643 Purchase02022018 58 169701 Purchase09022018 318 170019 Purchase16022018 37 170056 Purchase23022018 7792 177848 Purchase02032018 -1978 175870 Sale09032018 -152 175718 Sale23032018 -1460 174258 Sale30032018 -3671 170587 Sale
At the end of year 170587 151
For Each of the Top 10Shareholders
v) Shareholding of Directors and Key Managerial Personnel
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 RAKESH KANTILAL MEHTA shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 18082017 158000 158000 Purchase
At the end of year 158000 140
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
S No Name of the Director KMP No of of total4 SEEMA KHANDELWAL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total2 LAXMAN SINGH SATYAPAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total3 PRADEEP KUMAR JINDAL shares shares of the
(VacatedCeased wef 12102017) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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-
SlNo Particulars of Remuneration Name of the MDWTDManager TotalAmount
1 Gross salary Mr Laxman Mr Ram Kishore Singh Satyapal Bansal
(Managing Director) (Managing Director)Ceased wef 12102017 Appointed wef 13112017
(a) Salary as per provisions contained Rs 188000 Rs 100000 Rs 288000in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 -
(c ) Profits in lieu of salary under - -section 17(3) of the Income Tax Act 1961
2 Stock option - -
3 Sweat Equity - -
4 Commission - -as of profitothers (specify)
5 Others please specify - -
Total (A) Rs 188000 Rs 100000 Rs 288000Ceiling as per the Act
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A Remuneration to Managing Director Whole time director andor Manager
B Remuneration to other directors NA
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 305176 6426690 0 6731866ii) Interest due but not paid 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 305176 6426690 0 6731866
Change in Indebtedness during the financial year
Additions 0 0 0 0Reduction 160572 4419690 0 4580262
Net Change 160572 4419690 0 4580262
Indebtedness at the end of the financial year
i) Principal Amount 144604 2007000 0 2151604ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 144604 2007000 0 2151604
V INDEBTEDNESS
10 | EXTRACT OF ANNUAL RETURN
S No Name of the Director KMP No of of total5 PAWAN KUMAR PODDAR shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total8 SHWETA GUPTA shares shares of the
(COMPANY SECRETARY) company(Ceased wef 02042018)
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director KMP No of of total7 AJAY KUAMR JINDAL shares shares of the
(CHIEF FINANCIAL OFFICER) company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
Sl No Particulars of Remuneration Key Managerial Personnel
Gross Salary CEO Company CFO TotalSecretary
1 (a) Salary as per provisions Rs 241864 Rs 240000 Rs 481864 contained in section 17(1) of the Income Tax Act 1961
(b) Value of perquisites us 17(2) - - - of the Income Tax Act 1961
(c ) Profits in lieu of salary under - - - section 17(3) of the Income Tax Act 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -as of profitothers specify
5 Others please specify - - -
Total Rs 241864 Rs 240000 Rs 481864
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
S No Name of the Director KMP No of of total6 RAHUL shares shares of the
company
At the beginning of the year 0 0
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No change during the Year
At the end of year 0 0
Shareholding of each Directors and each Key Managerial Personnel
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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-
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
NOT APPLICABLE
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The nu1 The number of permanent employees as on 31 March 2018 was
10
2 Compared to the previous year 2016-17 the figures for the current year 2017-18 reflects that
i) Gross Turnover has decreased by 2488 and PBT by 9091 respectively
ii) The Price Earning ratio has been decreased by 100 as the EPS in the current year is 000
iii) During the year there is no change in the Remuneration of Key Managerial Personnel
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2017-18 is Nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2018 decreased stby 6954 when compared to that of 31 March 2017 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st st6 The PE ratio as on 31 March 2018 stood at 000 (31 March 2017 62050)
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
RAM KISHORE BANSAL Managing Director 1251 -
SEEMA KHANDELWAL Independent Director - -
PAWAN KUMAR PODDAR Independent Director - -
RAHUL Additional Director - -
SHWETA GUPTA Company Secretary 1101 -
AJAY KUMAR JINDAL Chief Financial Officer 11 -
ANNEXURE B
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
EXTRACT OF ANNUAL RETURN | 11
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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-
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations1 That the Managing Director and an Executive Director was Disqualified by the
Registrar of Companies Delhi pursuant to Section 164 and the Board took note of the Same however E-form DIR 12 for Vacation of Office of Director has not been filed till the date of signing of this report The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
2 That the Company has yet not filed E-form AOC 4 (Form for filing financial statement and other documents) with the Registrar of Companies The Management has represented that due to financial constraint the same was not filed in time and the same will be filed at the earliest
3 That the Company has not filed One MGT 10 for purchase of shares by one of the top Ten Shareholder during October to December 2017 quarter
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the ActAdequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meetingMajority decision is carried through while the dissenting members views are captured and recorded as part of the minutes We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelinesNo specific non compliances observations audit qualification reservation or adverse remarks were observedWe further report that during the audit period1 The Board of Director has passed a Resolution under 180(1) (c) at the Board Meeting of
the Company held on 30052017 approving the power to borrow monies upto not exceeding the paid up capital and free reserves of the Company
2 The Securities and exchange board of India has issued Summon to the Promoters of the Company to compel the production of documents before the authority under Section 11(2) 11(3) and 11C(3) of the SEBI Act 1992 relating to off market transaction in the scrip of the company during the period June 2013 to September 2014
3 The present Cash in Hand of the Company as per the Balance Sheet for the year ended 2018 which seems high and the company is advised to reduce the same
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp AssociatesCompany SecretariesSd-Prashanth Kumar GuptaProprietorACS - 37201CPNo13958
thDate 30 May 2018Place Delhi
ToThe MembersPAWANSUT HOLDINGS LIMITED We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PAWANSUT HOLDINGS LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereonBased on our verification of the PAWANSUT HOLDINGS LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during the audit period
st covering the financial year ended on 31 March 2018 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms and returns filed and other records maintained by PAWANSUT HOLDINGS LIMITED (ldquothe Companyrdquo)
st for the financial year ended on 31 March 2018 to the extent applicable to the company according to the provisions of(i) The Companies Act 2013 (the Act) and the rules made thereunder(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made
thereunder(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed
thereunder(iv) Foreign Exchange Management Act 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations 2011(b) The Securities and Exchange Board of India (listing obligations and
disclosure requirements) regulations 2015(c) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations 2015(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations 2009(e) The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(j) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following(i) Secretarial Standards issued by The Institute of Company Secretaries of
India and notified by Ministry of Corporate affairs
12 | SECRETARIAL AUDIT REPORT
FORM NO MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2018
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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-
and process across the enterprise
bull There are good prospects for expanding further activities in this direction
bull The company is also facing server competition from other Real estate companies
Some of the key changes in the industry unfavourable to the company are
bull Heightened competition
bull Increasing Compliances
bull Attraction and retention of human capital
bull Regulatory changes
INTERNAL CONTROL SYSTEMS
Internal control systems at PHL are adequate and commensurate with its size and the nature of its operations The Companys system of internal controls is designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations the adequacy of safeguards for assets the reliability of financial controls and compliance with applicable laws and regulations
To ensure that assets are safeguarded against losses that may arise due to unauthorised use or disposition PHL has in place adequate systems to ensure that assets and transactions are authorised recorded and reported
The Internal Audit Department reports to the Audit Committee of the Board of Directors of the Company The department conducts comprehensive audits of functional areas and operations of the Company to examine the adequacy of and compliance with policies plans and statutory requirements
Any significant observations from the audit are reported to the Audit Committee and follow-up actions are taken accordingly The Audit Committee also reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations
HUMAN RESOURCES
bull The Management believes in maintaining cordial relations with its employees The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements
bull The Company provided excellent working environment so that the individual staff can reach hisher full potential
bull The Company is poised to take on the challenges and march towards accomplishing its mission with success
bull The Company maintained good Industrial Business relation in market which enhanced the Creditworthiness of the Company
TECHNOLOGY
Digitisation has been the core focus for the technology function across mobility analytics core applications and infrastructure domains as the company strongly believes that digital technology would be an integral component for business growth
PHL has made significant strides in the area of technology by continuously investing into systems taking into account the future growth of the Company The Company recognises the need for a robust information security overlay in a connected world and has invested significantly in globally accepted platforms and solutions for Enterprise Security solutions
DISCLAIMERCAUTIONARY STATEMENT
The Management Discussion and Analysis Report contains forward looking statements based upon assumptions with regard to global and countrys economic conditions and expectation of future events etc The factors that might influence the operations of the Company are demand-supply conditions prices of the finished goods raw material costs amp availability change in the government rules amp regulations and natural calamities over which the Company has no control The Company assumes no responsibility on the accuracy of assumptions and perceived performance of the Company in future
OVERVIEW
Your Directors are pleased to present the Management Discussion and Analysis stReport for the year ended 31 March 2018
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI) Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Companys growth and strategy The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments events or otherwise
The management of the company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
SUBSIDIARY COMPANY
As there are no subsidiaries of the Company Investment made in Subsidiaries is NIL
NON-BANKING FINANCE COMPANY (NBFC) OUTLOOK
The Non-banking Finance Companies (NBFCs) sector has been growing steadily over the years NBFCs have created a mark in the Indian financial system by providing the last-mile accessand by developing capabilities to reach many un-touched microsegments Further important point is that the sector has catered to these segments in an efficient and profitable manner thus making it sustainable By riding on niche competencies wider reach and focussed product lines NBFCs now contribute to a wider share of the total credit in the system
Reports by PWC and ICRA point to a healthy growth of about 15 in the NBFC sector over the past many years and estimate such growth to continue based on the unique approach and distributed reach provided by these institutions
RISK amp CONCERNS
In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
bull Identification of the diverse risks faced by the company
bull The evolution of appropriate systems and processes to measure and monitor them
bull Risk Management through appropriate mitigation strategies within the policy framework
bull Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review
bull Reporting these risk mitigation results to the appropriate managerial levels
bull There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
OPPORTUNITIES AND THREATS
Some of the key trends of the industry that are favorable to the company to exploit these emerging opportunities are
bull Clients are more comfortable with uniform high quality and quick service
MANAGEMENT DISCUSSION amp ANALYSIS REPORT | 13
CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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CORPORATE GOVERNANCE
Corporate Governance is a process of maximizing stakeholders value on a sustainable basis through ethically driven business processes Integrity transparency independence accountability trusteeship and business ethics are the foundations to the philosophy of Corporate Governance It essentially involves balancing the interests of all stakeholders viz shareholders creditors employees customers suppliers financers management government and the community
PHILOSPHY OF PHL ON CORPORATE GOVERNANCE
The corporate vision of PHL is to maintain responsible corporate behaviour across the organization respectful of all rules and regulations governing corporate bodies
Makes all conscious efforts to conduct business in the best interests of all stake holders in a transparent manner
Engages in continuous improvement of products manufacturing processes and work environment to deliver the best-in-class products and services to customers
We are committed to enhancing long-term stakeholders value and retaining investors trust and confidence while always seeking to ensure that our performance goals are met with integrity by doing things the right way which means taking business decisions and acting in a way that is ethical in the interest of our stakeholders and in compliance with applicable legislations We conduct our business in accordance with prevailing statutes and regulations with due focus on transparent and fair practices efficiency customer-orientation and corporate governance principles Our values reflect our continued commitment to ethical transparent and fair business practices across our business operations
We are committed to follow the prescribed corporate governance practices embodied in various legislations viz Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ldquothe Listing Regulationsrdquo) the Companies Act 2013 (hereinafter referred to as the Act) and other applicable rules amp regulations We also constantly strive to adopt emerging best practices It is our constant endeavor to provide the stakeholders oversight for strategy implementation risk management and fulfillment of stated goals and objectives
In accordance with the corporate governance provisions prescribed under the Listing Regulations we are providing the following disclosures
BOARD OF DIRECTORS
The Corporate Governance principles of the Company have been formulated to ensure that the Board remains informed independent and participates actively in the affairs of the Company The Directors provide strategic guidance support effective leadership and independent views to the management thereby assisting them to adhere to high standards of ethics transparency and disclosures even as they pursue high targets of business performance
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are Independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law Committees have been suitably constituted for significant and material matters and also have a blend of Executive Management Members to assist the
Committees The Board plays an effective supervisory role through the above governance framework
COMPOSITION OF BOARD OF DIRECTORS
The Companys Board consists of Four Directors of which three are Independent Directors amp Non-executive Director and one Managing amp Executive Director The Woman Director on our Board is an Independent Director The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act
The Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules 2014 They have further confirmed to the Board that they meet the required criteria for being the Independent Directors as outlined under Listing Regulations
None of the directors on the board hold directorships in more than ten public companies Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director Necessary disclosures regarding committee positions in other public companies as on March 31 2018 have been made by the directors None of the directors are related to each other
As confirmed by the Independent Directors they did not have any material pecuniary relationship with the Company during the financial year 2017-18
The current composition of the Board is as under
CHANGES IN THE BOARD OF DIRECTORS
Mr Laxman Singh Satyapal Managing Director stepped down as a Managing Director of the Company with effect from October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
The Board has appointed Mr Ram Kishore Bansal as a Managing Director on November 13 2017
And Mr Pradeep Kumar Jindal vacated the office of Executive Director of the Company on October 12 2017 due to disqualification us 164(2)(A) of the Companies Act 2013
NUMBER OF BOARD MEETINGS
The Board meetings are held at regular intervals to consider discuss and approve inter alia the unaudited and audited standalone financial results of the Company
14| REPORT ON CORPORATE GOVERNANCE
Mr Ram Kishore Bansal
Mr Rahul
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
NAME
Chairman and Managing Director
Non-Executive and Independent Director
Non-Executive and Independent Director
Non-Executive and Independent Director
POSITION
NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
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NAME OF POSITION NO OF NO OF WHETHER NO OF NO OF NO OF
DIRECTOR MEETINGS MEETINGS ATTENDED OUTSIDE COMMITTEE COMMITTEE
HELD IN ATTENDED LAST AGM ON DIRECTORSHIPS MEMBERSHIPS CHAIRMANSHIPS
2017-18 IN 2017-18 SEPTEMBER OF PUBLIC OTHER THAN OTHER THAN
29 2017 COMPANIES PHL PHL
Mr Ram MD amp 08 02 No NIL NIL NILKishore Bansal Executive (Appointedwef 131117)Chairman
Mr Rahul Independent 08 08 Yes 2 1 3Director
Mr Pawan Independent 08 08 Yes 2 3 2Kumar DirectorPoddar
Ms Seema Independent 08 08 Yes 2 NIL NILKhandelwal Director
Mr Pradeep Executive 08 05 No 1 1 NILKumar Jindal Director(Ceased wef 121017)
Mr Laxman MD amp 08 05 No 1 NIL NILSingh Satyapal Executive (Ceased Chairmanwef 121017)
Companys shares and prohibits the purchase or sale of Company 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 of Directors and the designated employees have confirmed compliance with the Code
CODE OF CONDUCT
The Company has adopted the Code of Conduct (ldquoCoderdquo) which applies to all the Board members and the Senior Management Personnel It is the responsibility of all Board members and Senior Management Personnel to familiarise themselves with Code and comply with its provisions The Code has been circulated to all the members of the Board and Senior Management Personnel and they have confirmed compliance with the Code
DIRECTORS ATTENDANCE RECORD AND DIRECTORSHIP HELD
As mandated by the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 neither of the Directors are members of more than ten Board level committees nor the Chairman of more than five committees in which they are members
Details of names and categories of the Directors on the Board their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanship Memberships held by them in other companies is given below
Directorships do not include alternate directorships directorships of Private Limited Companies section 25 companies and of companies incorporated outside India
Chairmanship Membership of Board Committees include only Audit committee Nomination and Remuneration Committee and Stakeholders Relationship Committee
RETIREMENT OF DIRECTORS
In accordance with the relevant provisions of sections 152 of the Companies Act 2013 Mr Ram Kishore Bansal is liable to retire by rotation at the ensuing Annual General Meeting A proposal for re-appointment of retiring directors shall be placed before the shareholders for their approval in the ensuing Annual General Meeting Further the brief resume of the retiring directors is as follows
MR RAM KISHORE BANSAL
Mr Ram Kishore Bansal is a Bachelors Degree in Commerce He expertise lies in developing Companys Strategic vision and developing Business alliances
strategy and policy risk management competitive scenario etc The tentative dates of BoardCommittee meetings are normally finalised at the beginning of the calendar year and the schedule thereof is made known to the Directors in advance to enable them to plan their availability Those Board members who wish to attend the meetings through video conference are provided with the appropriate facility to do so The Members of the Board are at liberty to bring up any matter for discussion at the Board meetings and the functioning is democratic
The Board meetings are generally held at the registered office of the Company Eight Board meetings were held during the year The Company was held at least one Board meeting in every quarter and the maximum time gap between any two meetings was not more than one hundred and twenty days thereby complying with applicable statutory requirements The required quorum was present at all the above meetings
The meetings were held on the following dates
FAMILIARISATION PROGRAMME FOR DIRECTORS
At the time of appointing a Director a formal letter of appointment is given to him which inter alia explains the role function duties and responsibilities expected from him as a Director of the Company The Director is also explained in detail the Compliance required from him under Companies Act 2013 the Listing Regulations and other various statutes and an affirmation is obtained The Chairman and Managing Director also has a one to one discussion with the newly appointed Director to familiarize him with the Companys operations Further on an ongoing basis as a part of Agenda of Board Committee Meetings presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys businesses and operations industry and regulatory updates strategy finance risk management framework role rights responsibilities of the Independent Directors under various statutes and other relevant matters
The details of the said familiarization programme is provided on the website of the Company and the web link is
httpwwwpawansutholdingscompolicyFamilarisation20Program_phlpdf
SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated under Schedule IV of the Companies Act 2013 a separate meeting of the Independent Directors of the Company was held on February 15 2018 to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties
EVALUATION OF THE BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation27(2) of SEBI (LODR) Regulation 2015 the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of its Audit Committee and Nomination amp Remuneration Committee The result of the evaluation done by Independent Directors was reported to the Chairman of the Board It was reported that the performance evaluation of the Board amp Committees was satisfactory The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate The Directors expressed their satisfaction with the evaluation process
PREVENTION OF INSIDER TRADING CODE
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
REPORT ON CORPORATE GOVERNANCE | 15
April 25 2017
May 30 2017
August 12 2017
DATES OF BOARD MEETINGS HELD DURING THE FY 2017-18
February 13 2018
March 31 2018
September 1 2017
October 12 2017
November 13 2017
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
8
8
8
8
NO OF
MEETINGS
ATTENDED
8
3
8
4
ATTENDANCE RECORD OF PHLS AUDIT COMMITTEE
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Rahul
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Executive Director
Independent Director
Executive Director
STATUS
Chairman
Member
Member
NO OF
MEETINGS
HELD
2
2
2
NO OF
MEETINGS
ATTENDED
2
2
2
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Ms Seema Khandelwal
Mr Rahul
POSITION
Independent Director
Independent Director
Independent Director
ATTENDANCE RECORD OF PHLS NOMINATION amp REMUNERATION COMMITTEE COMMITTEE
May 30 2017
August 12 2017
September 01 2017
February 13 2018
March 31 2018
October 12 2017
November 13 2017
November 21 2017
The Nomination and Remuneration Committee (NRC) comprises of three Independent Directors Mr Pawan Kumar Poddar acts as the Chairman of the Committee The other members of the Committee are Mr Rahul and Ms Seema Khandelwal The Composition of Nomination and Remuneration Committee is in accordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations
This Committee was formed for determining remuneration payable to Executive and Non-Executive Directors selection and appointment of Directors and senior executives The objective of Nomination amp Remuneration Committee is to recommend review the remuneration of Managing DirectorsWhole-Time Directors The remuneration policy of the Company is directed towards rewarding performance and attracting new talentsretaining them While deciding the remuneration the Committee takes into account the financial position of the Company trend in the Industry Appointees qualification experience past performance past remuneration etc
Terms of Reference
The terms of reference of this committee has been mandated with the same as specified in Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and also with the requirement of Section 178 of the Companies Act 2013
Meeting and Attendance
The Nomination and Remuneration Committee met two times during the year on May 30 2017 and November 13 2017 The meetings were attended by all the members of the Committee The requisite quorum was present at the Meeting The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company The table below provides the attendance of the Remuneration and Nomination Committee members
The Minutes of the Nomination amp Remuneration Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
REMUNERATION OF DIRECTORS
Remuneration Policy
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular Notification Directions issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel Senior Management and other employees The said Policy also includes criteria for making payments to Non-Executive Directors
The detailed Policy is available on the website of the Company ie wwwpawansutholdingscom
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination amp Remuneration (NampR) Committee has adopted a Charter which inter alia deals with the manner of selection of Board of Directors and CEO amp Managing Director and their remuneration This Policy is accordingly derived from the said Charter
a) Criteria of selection of Non Executive Directors
The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing marketing finance taxation law governance and general management
In case of appointment of Independent Directors the NampR Committee shall satisfy itself with regard to the independent nature of the Directors vis-agrave-vis the
COMMITTEES OF THE BOARD OF DIRECTOR
The Board has constituted various Committees to take informed decisions in the best interests of the Company
These Committees monitor the activities falling within their terms of reference
The Company has following Committees of the Board Specific terms of reference have been laid out for each of these Committees and reviewed annually
AUDIT COMMITTEE
Composition
As shown in the above table the Audit Committee consists of Two Independent Directors and One Executive Director Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors and Mr Ram Kishore Bansal is Executive Director Mr Pawan Kumar Poddar is the Chairman of the Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Mr Pradeep Kumar Jindal All members are financially literate and very learned experienced and well known in their respective fields The Statutory Auditors are invited to attend the meetings of the Committee The minutes of each Audit Committee meeting are circulated amongst the members for their approval The minutes as approved by the members are signed by the Chairman at the next meeting of the Committee
Terms of Reference
The terms of reference of the Audit Committee are aligned with the terms of reference provided under Section 177(4) of the Companies Act 2013 and Part C of Schedule II of the Listing Regulations
Meetings And Attendance
The Audit Committee met Eight times during the Financial Year 2017-18 on the following dates before finalisation of Financial Statements and adoption of quarterly financial results by the Board
It can be seen from the above table that the frequency of the Committee meetings was as per the applicable regulatory requirements and the gap between two Committee meetings was not more than one hundred and twenty days The requisite quorum was present at all the Meetings The Chairman of the Audit Committee was present at the Annual General Meeting of the Company
The attendance of each member of the Audit Committee is given below
The Minutes of the Audit Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
NOMINATION AND REMUNERATION COMMITTEE
Composition
16| REPORT ON CORPORATE GOVERNANCE
STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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STATUS
Chairman
Member
Member
Member
NO OF
MEETINGS
HELD
6
6
6
6
NO OF
MEETINGS
ATTENDED
6
6
2
4
NAME OF MEMBERS
Mr Pawan Kumar Poddar
Mr Rahul
Mr Ram Kishore Bansal
(Appointed wef 13112017)
Mr Pradeep Kumar Jindal
(Ceased wef 12102017)
POSITION
Independent Director
Independent Director
Executive Director
Executive Director
ATTENDANCE RECORD OF PHLS STAKEHOLDERS RELATIONSHIP COMMITEE
BRIEF INFORMATION OF PHLS STAKEHOLDER RELATIONSHIP COMMITTEE
Name of non-executive director heading the committee
Number of shareholders complaints received so far
Number not solved to the satisfaction of shareholders
Number of pending complaints
Mr Pawan Kumar Poddar
NIL
NIL
NIL
Company so as to enable the Board to discharge its function amp duties effectively
The NampR Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act 2013 The NampR Committee shall consider the following attributes criteria whilst recommending to the Board the candidature for appointment as Director
i) Qualification expertise and experience of the Directors in their respective fields
ii) Personal Professional or business standing
iii) Diversity of the Board
In case of re-appointment of Non Executive Directors the Board shall take into consideration the performance evaluation of the Director and his engagement level
STAKEHOLDERS RELATIONSHIP INVESTORS GRIEVANCES amp SHARE TRANSFER COMMITTEE
Composition
The Stakeholders Relationship Committee comprises of three Director viz Mr Ram Kishore Bansal Executive Director and Mr Pawan Kumar Poddar amp Mr Rahul are Independent Directors of the Company Mr Pawan Kumar Poddar Independent Director is the Chairman of this Committee Mr Ram Kishore Bansal was appointed as a member of the Committee with effect from November 13 2017 in place of Pradeep Kumar Jindal
The Stakeholders Relationship Committee is empowered to perform the functions of reviewing and taking appropriate action if any required relating to the stakeholders queries and grievances It primarily focuses on the grievances of the investorsshareholders and ensures speedy disposal thereof
Meetings and Attendance
The Stakeholders Relationship Committee met Six times during FY 2017-18 on May 24 2017 July 20 2017 August 12 2017 October 12 2017 November 13 2017 and February 13 2018 The requisite quorum was present at all the Meetings The details of attendance of the Members at the said meetings are as below
The Minutes of the Stakeholders Relationship Committee Meetings are circulated to the Board and noted by the Board of Directors at the Board Meetings
Terms of Reference
The terms of reference of the Committee are aligned with the terms of reference provided under Section 178 of the Companies Act 2013 and Schedule II of the Listing Regulations
STATUS OF SHAREHOLDERSINVESTORS GRIEVANCES
As per SEBI Circular No CIROIAE22011 dated June 3 2011 all complaints pertaining to listed companies are being forwarded electronically through SCORES The Company has implemented SCORES (System) SEBI Complaints Redress on December 29 2012
No complaint was received during the year under review There was no outstanding complaint as on March 31 2018 The Secretarial Department of the Company and the Registrar and Share Transfer Agent Beetal Financial amp Computer Services (P) Limited attend to all grievances of the shareholders
received directly or through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companies etc Most of the grievances correspondences are attended within a period of 7 days from the date of receipt of such grievances The Company maintains continuous interaction with the RTA and takes proactive steps and actions for resolving shareholder complaints queries
Further as per Schedule V (c) (10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchanges brief information is provided below
INTERNAL COMPLAINTS COMMITTEE (ICC)
Pursuant to the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (ldquoActrdquo) the Company needs to constitute an Internal Complaint Committee (ldquoCommitteerdquo) consisting of such members as may be prescribed under the Act where the victims (women employees) of such harassment may report the plaint
The company has in place a prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy During the year the ICC did not receive any complaints
AFFIRMATIONS AND DISCLOSURES
a Compliances with Governance Framework
The Company is in compliance with all mandatory requirements under the Listing Regulations
b Related party transactions
The Transactions with related parties are monitored in accordance with the policy All the transactions with the related parties are at arms length transaction and are taking place in the ordinary course of business The details of related party transactions are provided elsewhere in the Annual report The Board has approved a policy for related party transactions which has been uploaded on the Companys website The Policy is available on the website of the Company viz wwwpawansutholdingscom
None of the transactions with Related Parties were in the conflict with the interest of Company All the transactions are in the ordinary course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length or fair value basis
c Strictures and Penalties
The Company has complied with all the requirements regulations and guidelines of SEBI including SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 No penalties have been levied or strictures have been passed by SEBI Stock Exchange or any other statutory authority on matters relating to capital markets during the last three years
d Vigil Mechanism Whistle Blower Policy
The Company has adopted a Whistle Blower 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 Companys 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 has been denied access to the Audit CommitteeThe Whistle Blower Policy is displayed on the Companys website viz wwwpawansutholdingscom Your Company hereby affirms that no complaints were received during the year under
REPORT ON CORPORATE GOVERNANCE |17
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
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- Page 40
-
Meeting No
st31
nd32
rd33
Financial Year
2014-15
2015-16
2016-17
Date and Day
September 302015
Wednesday
September 302016
Thrusday
September 292017
Friday
Time
1200 noon
1200 noon
1200 noon
Whether any
Special
Resolution
Passed
Yes
No
No
GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date August 29 2018 Time 1100 AM
Venue Farm House No-6 Hiranki Village Delhi-110036
ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR 2017-18
review
e Disclosure of Accounting Treatment
In the preparation of the Financial Statements the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act 2013 The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements
f Risk Management
Business risk evaluation and Management is an ongoing process within the Company The assessment is periodically examined by the Board
g Secretarial Audit Report
Secretarial Audit Report for the year 2017-18 carried out by Ms KPG amp Associates Company Secretary Firm annexed to the Directors Report and forms a part of the Annual Report
h Details of compliance with mandatory requirements
The Company has complied with all mandatory requirements laid down under the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
i Non-mandatory requirements
Adoption of non-mandatory requirements of the Listing Regulations is being reviewed by the Board from time-to-time
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for FY 2017-18 prepared in accordance with the Listing Regulations are given in a separate section forming part of this Annual Report
SUBSIDIARY COMPANIES
The Company does not have any ldquoSubsidiary Companyrdquo under Section 2(87) of the Companies Act 2013 Further Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 defines a ldquoMaterial Subsidiaryrdquo as subsidiary whose income or net worth exceeds 20 of the consolidated income or net worth respectively of the listed entity and its subsidiaries in the immediately preceding accounting year
Under this definition the Company does not have a material non-listed Indian subsidiary during the year under review
GREEN INITIATIVE IN CORPORATE GOVERNANCE
As part of the green initiative process the company has taken an initiative of sending documents like notice calling Annual General meeting Corporate Governance Report Directors Report audited Financial Statements Auditors Report intimations etc by email Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced-mail cases Shareholders are requested to register their email id with Registrar and Share Transfer Agent concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode
MEANS OF COMMUNICATION
The quarterly half yearly and annual results of the Company are sent to the stock exchanges immediately after they are approved by the Board and are also published in one vernacular news paper and one English news paper The results are also displayed on the companys website wwwpawansutholdingscom The results are published in accordance with the guidelines of the Stock Exchanges The Management Discussion And Analysis Report forms part of the Companys Annual report
CEOCFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the Managing Director and CFO certification on the financial statements for the year is enclosed at the end of this Report
GENERAL BODY MEETINGS
The last three Annual General Meetings of the Company were held as per details given below
No Resolution was passed through Postal Ballot in the Financial Year 2017-18 Also none of the business in the ensuing Annual General Meeting requires a Special Resolution to be passed through Postal Ballot Other than the above no general meetings were held during the last three years
EXTRA-ORDINARY GENERAL MEETING
No Extra Ordinary General Meeting was held during the Financial Year 2017-2018
FINANCIAL CALENDAR
Financial Calendar for the Financial Year 2017-18 vis-a-vis Financial Year 2018-19
BOOK CLOSURE
The Register of Members and Share Transfer Books of the Company will remain closed from August 23 2018 to August 29 2018 inclusive of both days
DIVIDEND PAYMENT
No dividend is recommended for payment
LISTING ON EQUITY SHARES
PHLs Shares are listed on the following Stock Exchange-
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN of Equity Shares of the Company is INE260M01017
18 | REPORT ON CORPORATE GOVERNANCE
For consideration of UnauditedAudited Financial Results
ParticularAccounting period
First quarter ending June 30 2018 (Unaudited)Second quarter and half year ending September 30 2018 (Unaudited)Third quarter and nine months ending December 31 2018 (Unaudited)Fourth quarter and financial year ending March 31 2019(Audited)
PeriodApril 1 2018 to March 31 2019
On or before August 15 2018
On or before November 15 2018
On or before February 15 2019
On or before May 30 2019
Name amp Address Telephone Fax E-mail ID Website Scrip Code
BSE Limited (BSE) Telephone (022) 227212334 535658
Phiroze Jeejeebhoy Towers Fax (022) 22721919
Dalal Street E-mail ID infobseindiacom
Mumbai - 400 001 Website wwwbseindiacom
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
- Page 12
- Page 13
- Page 14
- Page 15
- Page 16
- Page 17
- Page 18
- Page 19
- Page 20
- Page 21
- Page 22
- Page 23
- Page 24
- Page 25
- Page 26
- Page 27
- Page 28
- Page 29
- Page 30
- Page 31
- Page 32
- Page 33
- Page 34
- Page 35
- Page 36
- Page 37
- Page 38
- Page 39
- Page 40
-
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
1256247
Nil
Nil
239360
856879
8961419
11313905
TO
EQUITY
1110
Nil
Nil
211
757
7921
100
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
880
180
138
69
41
38
88
165
1599
OF
SHARE
HOLDERS
5503
1125
863
431
256
237
550
1031
100
TOTAL
NO OF
SHARES
101270
162166
219812
179963
154510
182481
678125
9635578
11313905
AMOUNT
1012700
1621660
2198120
1799630
1545100
1824810
6781250
96355780
113139050
OF
SHARES
08951
14333
19428
15906
13657
16129
59937
851658
100
APRIL17
MAY17
JUNE17
JULY17
AUG17
SEP17
OCT17
NOV17
DEC17
JAN18
FEB18
MAR18
1250
1650
2040
1640
1150
935
732
617
579
565
506
379
1605
2090
2385
1750
1215
990
850
617
579
630
532
416
1195
1530
1425
935
840
550
589
414
500
443
351
302
1575
1985
1565
1130
935
698
589
553
551
483
369
378
2119230
2454076
2420073
2602137
1617576
1986745
789929
1032850
957917
471139
281206
348339
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME
REGISTRAR AND SHARE TRANSFER AGENT
MS BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTD
Beetal House 3rd Floor 99 Madangir Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi 110 062
E-mail beetalrtagmailcom Website wwwbeetalfinancialcom
SHARE TRANSFER SYSTEM
The PHLs shares which are in compulsory dematerialised (demat) list are transferable through the depository system The shares under physical segment can be transferred through Beetal Financial amp Computer Services (P) Ltd Beetal whenever receives the shares to be transferred along with the transfer deed from transferee verifies it prepares the Memorandum of transfer etc and transfer it
Pursuant to Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ShareholdersInvestors Grievance Committee has also been constituted to consider and approve requests received from shareholders for splittingconsolidation transfer of physical shares
Further pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 with the Stock Exchanges Certificate on half yearly basis confirming due compliance of share transfer formalities by the Company from Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time
DISTRIBUTION OF SHARE HOLDING AS ON MARCH 31 2018
SHAREHOLDING PATTERN AS ON MARCH 31 2018
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at stBSE for the year ended 31 March 2018 are given as follows
bull Market Price Data for the year 2017-2018
BOMBAY STOCK EXCHANGE
VOLUME OF SHARES 2017-2018
REPORT ON CORPORATE GOVERNANCE | 19
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
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-
RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
The Reconciliation of Share Capital Audit Report of every quarter of the Financial Year 2017-18 confirms that the total issued paid up share capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL These reports were submitted to the Stock Exchanges within the stipulated time
ANNUAL LISTING FEE TO STOCK EXCHANGE
The Company has paid Annual Listing Fee for the Financial Year 2018-19 to the respective Stock Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2018-19 to NSDL and CDSL
PLANT LOCATIONS
Not applicable
ADDRESS FOR CORRESPONDENCE
PAWANSUT HOLDINGS LIMITED
415 Usha Kiran Building
Commercial Complex
Azadpur Delhi- 110033 India
COMPLIANCE OFFICER AND PUBLIC SPOKESPERSON
Mr Ram Kishore Bansal
Managing Director
Tel +91-11-45689333
Fax +91-11-27676399
E-mail pawansutholdingsltdgmailcom
DEMATERLISATION OF SHARES AND LIQUIDITY
The company has signed agreements with both depositories in the country namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) The companys shares are in the list of compulsory Demat settlement As of 31 March 2018 99924 of the companys shares were held in dematerialised form The companys shares are regularly traded on BSE Limited in electronic form under the ISIN INE260M01017
However 8500 share representing 0075 of the companys shares capital are in physical form Those shareholders whose shares are held in physical mode may consider moving to dematerialised mode as it is a safer and easier way to hold and to transact in shares
NUMBER OF SHARES HELD IN DEMATERIALIZED AS ON MARCH 31 2018
Sd-
(Ram Kishore Bansal)
Chairman amp Managing Director
DIN 05195812
For and on behalf of the Board of Directors
For Pawansut Holdings LimitedPlace Delhi
Date 02082018
20| REPORT ON CORPORATE GOVERNANCE
Category NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL 6075961 53703
CDSL 5229444 46221
PHYSICAL 8500 0075
TOTAL 11313905 100
CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY
To
The Board of Directors
Pawansut Holdings Limited
a) We have reviewed financial statements and the cash flow statement for the financial year 2017-18 and that to the best of our knowledge and belief
i These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
ii These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable laws and
regulations
b) There are to the best of our knowledge and belief no transactions entered into by PHL during the year which are fraudulent illegal of the Companys Code of Conduct
c) We are responsible for establishing and maintaining internal controls for financial reporting in PHL and we have evaluated the effectiveness of the internal control
systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the design or operation of such
internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
d) We have indicated to the Auditors and the Audit Committee
i Significant changes in internal control over financial reporting during the year
ii Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
iii Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a significant role in
the Companys internal control system
e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct if any)
f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year
Sd- Sd-
Place Delhi Ram Kishore Bansal Ajay Kumar Jindal
Date 30052018 (Managing Director) (Chief Financial Officer)
DIN 05195812
AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members
Pawansut Holdings Limited
We have examined the compliance of conditions of corporate governance by Pawansut Holdings Limited (ldquothe companyrdquo) for the year stended on 31 March 2018 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C and D
of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (collectively referred to as SEBI Listing Regulations 2015)
The compliance of conditions of corporate governance is the responsibility of the management Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the Company
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with conditions of corporate governance as specified in Chapter IV of the Securities amp Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015
We further state that such compliance is neither an assurance as to future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company
Sd-
Date 30052018 (CA MM Goyal )
Place Delhi (Partner)
MNo 86085
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE | 21
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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-
To
The Board of Directors
Pawansut Holdings Ltd
We have audited the attached Balance Sheet of Pawansut Holdings Limited as on 31032018 and Profit amp Loss Account for the year ended 31032018 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide Registration No B-1401103 wef 07102002
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and provisioning for bad amp doubtful debts as applicable to it
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
AUDITORS REPORT
22 | AUDITORS REPORT
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying financial statements of Pawansut Holdings stLimited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2018
the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
MANAGEMENTS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
OPINION
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state
st of affairs of the Company as at 31 March2018 its profitloss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the directors as ston 31 March 2018 taken on record by the Board of Directors Mr
Laxman Singh Satyapal amp Pradeep Kumar Jindal are disqualified under section 164(2) of the companies act 2013 and they have vacated the
st office No other directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085Date 30052018Place Delhi
The Members of Pawansut Holdings Limited
INDEPENDENT AUDITORS REPORT
INDEPENDENT AUDITORS REPORT | 23
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of stPawansut Holdings Limited on the accounts of the company for the year ended 31 March 2018]
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii In respect of its inventories
(a) As explained to us the inventories of finished goods semi-finished goods stores spares parts and raw material were physically verified at regular interval by the management In case of inventories lying with third parties certificates of stocks holding have been received
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection
Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material
ststatutory dues in arrears were outstanding as at 31 March 2018 for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
24 | ANNEXURE TO THE AUDITOR REPORT
Annexure-A to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (ldquothe Actrdquo)
ANNEXURE TO THE AUDITOR REPORT | 25
We have audited the internal financial controls over financial reporting of stPawansut Holdings Limited (ldquothe Companyrdquo) as of 31 March 2018 in
conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial
stcontrols over financial reporting were operating effectively as at 31 March 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For M M Goyal amp Co
Chartered Accountants
(Firm Registration No 007198N)
Sd-
(CA MM Goyal)
Partner
Membership No 86085
Date 30052018
Place Delhi
Annexure -B to the Independent Auditors Report
(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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(Figures in Rupees) Year ended Year ended
Note No 31032018 31032017 I EQUITY AND LIABILITIES
A Shareholders Funds (i) Share Capital 4 113139050 113139050 (ii) Reserves and Surplus 5 130942352 130852086
244081402 243991136 B Non-Current Liabilities
(i) Long-term Borrowings 6 2151604 6731866 (ii) Deferred Tax Liabilities (Net) 7 159853 185113 (iii) Other Long-term Liabilities - - (iv) Long-term Provisions 8 - -
2311457 6916979 C Current Liabilities
(i) Short-term Borrowings - - (ii) Trade Payables 9 140808 71224 (iii) Other Current Liabilities 10 3524072 3639650 (iv) Short-term Provisions - -
3664880 3710874 250057739 254618989
II ASSETS A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - - (b) Tangible Assets 11 1983633 2530320
(ii) Non-Current Investments - - (iii) Long-term Loans and Advances (iv) Other Non-Current Assets - -
1983633 2530320 B Current Assets
(i) Current Investments 2700000 - (ii) Inventories 12 420160 420160 (iii) Trade Receivables - - (iv) Cash and Bank Balances 13 20445286 4408231 (v) Short-term Loans and Advances 14 216922674 240489519 (vi) Other Current Assets 15 7585986 6770759
248074106 252088669
250057739 254618989 See accompanying Notes to the Financial Statements 1-27
stBalance Sheet as at 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
26 | BALANCE SHEET
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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(Figures in Rupees)
Year ended Year ended
Note No 31032018 31032017
I REVENUES
(a) Revenue from Operations 16 13936496 18553137
(b) Other Income - -
Total Revenues 13936496 18553137
II EXPENSES
(a) Cost of Materials consumed - -
(i) Purchases of Shares - -
(b) Changes in Inventories of finished goods work in progress 17 - -
and Stock-in-Trade
(c) Employee Benefits Expenses 18 3222625 4485334
(d) Financial Costs 19 36607 15415
(e) Depreciation and Amortization Expenses 20 546687 402870
(f) Other Expenses 21 10099293 13305224
Total Expenses 13905212 18208843
III Profit (Loss) before Exceptional and Extraordinary items and Tax (I-II) 31284 344294
IV Exceptional Items - -
V Profit (Loss) before Extraordinary items and Tax (III-IV) 31284 344294
VI Extraordinary Items - -
VII Profit before Tax (V-VI) 31284 344294
VIII Tax Expenses
(a) Current Tax 22 33315 63694
(b) Deferred Tax (25260) 97492
IX Profit (Loss) for the period from continuing Operations (VII-VIII) 23229 183108
X Profit (Loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X - XI) - -
XIII Profit (Loss) for the period (IX + XIII) 23229 183108
XIV Earnings per Equity Share
Basic 23 000 002
Diluted 000 002
See accompanying Notes to the Financial Statements 1-27
stStatement of Profit amp Loss for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
STATEMENT OF PROFIT amp LOSS | 27
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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stCash Flow Statement for the year ended 31 March 2018
PAWANSUT HOLDINGS LIMITED(CIN L65929DL1984PLC019506)
(Figures in Rupees)
Year ended Year ended
31032018 31032017
A CASH FLOW FROM OPERATING ACTIVITIES
Profit after Extra Ordinary items amp tax 23229 183108
Adjustment for
Depreciation and Amortization Expenses 546687 402870
Provision for Taxes 8055 161186
Provisions Depreciation on Standard assets and Investments 67037 67547
Operating profit before working capital changes 645008 814711
Changes in working Capital
Inventories - -
Trade and other Receivables - -
Trade and other Payables (45994) (2972873)
Increase in Debtors Loans 23566845 28021481
Increase Decrease in Current Assets (815227) (5520899)
Increasedecrease in Current Investments - -
Cash generation from Operation 23350632 20342420
Payment of Direct Taxes 33315 63694
Net Cash generated (used) - Operating Activities 23317317 20278726
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets - (2835000)
Sale of Fixed Assets - 881613
Purchase of Investment (2700000)
Net Cash Generated (Used) - Investing Activities (2700000) (1953387)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Long-term Borrowings (4580262) (14037134)
Proceeds from Term Loan from Bank - -
Proceeds (Repayment) from Intercorporate Loans - -
Net Cash Generated (Used) - Financing Activities (4580262) (14037134)
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 16037055 4288205
Add Opening Cash and Cash Equivalents 4408231 120026
Closing Cash and Cash Equivalents 20445286 4408231
As per our report of even date attached
28 | CASH FLOW STATEMENT
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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1 BACKGROUND Pawansut Holdings Limited (the Company) was incorporated on 06th December 1984 having CIN L65929DL1984PLC019506 The PAN of the Company is AAACP6964H The Company is maintaining its Bank Account with Andhra Bank The company is involved in the Non- Banking Finance Business activities
2 SIGNIFICANT ACOUNTING POLICIES AND NOTES TO ACCOUNTSI Basic of preparation of financial statements
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013 The financial statements have been prepared under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair valueThe company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters
II Use of estimates The preparation of financial statements requires the management of the Company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expense during the year Difference between the actual results and estimates are recognized in the period in which the results are known materialized
III Revenue Recognitioni) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend IncomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income towards support services is accounted as and when it becomes due on contractual terms with the parties
IV Provision for Standard AssetsThe company previous provision for standard assets based on the prudential norms issued by RBI relating to provisioning
V Fixed AssetsFixed assets are stated at cost less accumulated depreciationamortization Costs include all expenses incurred to bring the asset to its present location and condition
VI DepreciationDepreciation on straight line method over the useful life of asset
VII Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less than that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
VIII InvestmentsInvestments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise
at cost or fair value whichever is lowerIX Repossessed Assets
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets
X Loan Origination Acquisition CostAll direct cost incurred for the origination is amortized over the average tenure of the loan
XI Borrowing Cost Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
XII Earning Per ShareThe basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
XIII Cash and cash equivalentsCash and cash equivalents in the financial statements comprise cash in hand and balance in bank in current accounts deposit accounts and in margin money deposits
XIV Cash Flow StatementCash flow is reported using indirect method The Cash Flow from operating investing and financing activities of the company are segregated based on the available information
XV Taxationi) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred TaxThe deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax liabilities are recognized only if there is virtual certainty or realization of such assets Deferred tax liabilities are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonablyvirtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2017 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042017 has been adjusted and there not been any change in the useful life of the fixed assetsThe Financial statement for the period ended March 31 2018 had been prepared as per the Schedule III to the Companies act 2013 Consequent to the notification to the Schedule III under the Companies act 2013 the financial statement for the period ended March 31 2018 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For M M Goyal amp CoChartered Accountants
(Firm Registration No 007198N) Sd-
(CA MM Goyal)Partner
Membership No 86085
PAWANSUT HOLDINGS LIMITED
NOTES TO FINANCIAL STATEMENTS AS AT MARCH 31 2018
(CIN L65929DL1984PLC019506)
NOTES TO FINANCIAL STATEMENTS | 29
Date 30052018Place Delhi
Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
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Figures in Rupees
As at As at
4 SHARE CAPITAL 31032018 31032017
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12000000 Equity Shares of Rs 10- each 120000000 120000000
120000000 120000000
Issued
11313905 Equity Shares of Rs 10- each 113139050 113139050
113139050 113139050
Subscribed and Paid-up
11313905 Equity Shares of Rs 10- each fully paid up 113139050 113139050
113139050 113139050
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2017-18 2016-17 Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 11313905 113139050 11313905 113139050
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 11313905 113139050 11313905 113139050
(a) Detail of Equity Shares of Rs 10- each fully paid-up issued allotted during the year 2017-18 2016-17i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032018 As at 31032017
Name of Shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Pradeep Kumar Jindal amp Sons (HUF) 994306 879 1179785 1043
Total 994306 879 1179785 1043
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
31032018 31032017 31032016 31032015 31032014
Equity Shares
Fully paid up pursuant to contract without payment being received in cash (a) - - - - -
Fully paid up by way of bonus shares - - - - -
Fully paid up by way of Amalgamation - - - - -
Figures in Rupees
As at As at 5 RESERVES AND SURPLUS 3312018 31032017
Reserves and Surplus consist of the following Special Reserve us 45-IC of RBI Act 1934 2144289 2132492Securities Premium Account 113139020 113139050General Reserve 7441020 7441020
Profit and Loss Balance 8217993 8139524
130942352 130852086
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as underFigures in Rupees
As at As at i) Special Reserve us 45-IC of RBI Act 1934 3312018 31032017
Opening Balance 2132492 2092262
Add Addition during the year (20 of Neft Profit after Tax) 11797 40230
2144289 2132492
NOTES TO FINANCIAL STATEMENTS | 30
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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-
Figures in Rupees
As at As at
ii) Securities Premium Account 31032018 31032017
Opening Balance 113139050 113139050
Add Addition during the year -
113139050 113139050
Less Bonus Shares issued during the year -
113139050 113139050
Figures in Rupees
As at As at
iii) General Reserve 31032018 31032017
Opening Balance 7441020 7441020
Add During the year - -
7441020 7441020
Less During the year - -
7441020 7441020
Figures in Rupees
As at As at
iv) Allocations and appropriations in Surplus ie balance in 31032018 31032017
Statement of Profit and Loss are as under
Opening Balance 8139524 7929099
Add Profit after Provision of Current Year Income Tax amp Deffered Tax Liability 23229 183108
Add Decrease in Provision for Standard Assets - -
8162753 8112207
Less Transfer to Special Reserve us 45-IC of RBI Act 1934 11797 40230
Less Increase in Provision for Standard Assets -67037 -67547
8217993 8139524
Figures in Rupees
As at As at
6 LONG TERM BORROWINGS 31032018 31032017
Secured
HDFC Bank Car Loan 144604 305176
Unsecured
Inter Corporate Loan
Corporate Loans (As per annexure - 1) 2007000 6426690
2151604 6731866
Figures in Rupees
As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032018 31032017
Major components of Deferred Tax arising on account of temporary timing differences are given below
Deferred Tax Liabilities 185113 87621
Opening Balance (25260) 97492
Add Provision for Current Year Deffered Tax Liability 159853 185113
Deferred Tax Liability (Net)
Figures in Rupees
As at As at
8 LONG-TERM PROVISIONS 31032018 31032017
Long-term Provisions consist of the following
Provision for Standard Assets - -
- -
Add Income Tax Adjustments For Earlier AY in Current Assessment Year - -
NOTES TO FINANCIAL STATEMENTS | 31
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
- Page 12
- Page 13
- Page 14
- Page 15
- Page 16
- Page 17
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- Page 19
- Page 20
- Page 21
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- Page 35
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- Page 39
- Page 40
-
Figures in Rupees
As at As at
9 TRADE PAYABLE 31032018 31032017
Trade Payable consist of the following
Trade Payable- Due to micro and small enterprises
Trade Payable-Due to other than micro and small enterprises 140808 71224
140808 71224
Figures in Rupees
As at As at
10 OTHER CURRENT LIABILITIES 31032018 31032017
Other Current Liabilities consist of the following
Statutory dues Payables
TDS Payable 42707 35873
Provision for ITax AY 2013 1246772 1246772
Provision for ITax AY 2014 926673 926673
Provision for ITax AY 2015 482429 482429
Provision for ITax AY 2016 150000 150000
Provision for ITax AY 2017 63694 63694
Provision for ITax AY 2017 33315 -
Other Liabilities
Appline Bio-Tech Ltd - -
Salaries Payable Account 41794 102394
Shree Ganesh Ji Maharaj 1 1
MM Goyal amp Co - 28090
Electricity Expenses Payable - -
Provision for Standard Assets 536687 60372400 3524072 3639650
11 Fixed Assets - Depreciation Chart As per Companies Act 2013
32 | NOTES TO FINANCIAL STATEMENTS
SNo
PARTICULARS Value at the
beginning
Value at the
beginning
Value at the
end
Value at the
end
For the YearSLM
As on31032018
SLMAs on
31032017
DeductionsAdjustment
AdditionalDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCKRateUseFulLife
SoldDuring
the Year(Tangible Assets)
1 Air Condition 10 Years 550000 0 0 550000 64132 110000 0 174132 375868 550000
2 Computer 3 Years 416000 0 0 416000 80845 138652 0 219497 196503 416000
3 Vehicles (Cars) 8 Years 335000 0 0 335000 10354 41875 0 52229 282771 335000
4 Water Filter 5 Years 36000 0 0 36000 4198 7200 0 11398 24602 36000
5 Furniture 10 Years 699000 0 0 699000 40753 69900 0 110653 588347 699000
6 FAN 10 Years 42000 0 0 42000 2449 4200 0 6649 35351 42000
7 MICROWAVE 5 Years 34000 0 0 34000 3965 6800 0 10765 23235 34000
8 PRINTER 3 Years 176000 0 0 176000 34203 58660 0 92863 83137 176000
9 REFRIGERATOR 5 Years 72000 0 0 72000 8395 14400 0 22795 49205 72000
10 SECURITY SYSTEM 5 Years 325000 0 0 325000 37896 65000 0 102896 222104 325000
11 TELEPHONE 5 Years 150000 0 0 150000 17490 30000 0 47490 102510 150000
SUB TOTAL (A) 2835000 0 0 2835000 304680 546687 0 851367 1983633 2835000
Total (Current Year) 2835000 0 2835000 546687 851367 1983633 2835000
(Previous Year) 2835000 2835000 0 0 2835000 2835000
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
- Page 12
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- Page 17
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- Page 31
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- Page 33
- Page 34
- Page 35
- Page 36
- Page 37
- Page 38
- Page 39
- Page 40
-
(Figures in Rupees)
As at As at 13 CASH AND BANK BALANCES 31032018 31032017
Balance with Banks Current AccountsAndhra Bank 3280 1 12447Andhra Bank 0441 1 3646Cash on hand 20445284 4392138
20445286 4408231
(Figures in Rupees) As at As at
14 SHORT-TERM LOANS AND ADVANCES 31032018 31032017Short-Term Loans and Advances consist of the following Secured Considered Good - - Unsecured Considered Good (As per Annexure-2 Attached) 216922674 240489519
216922674 240489519
(Figures in Rupees)As at As at
15 OTHER CURRENT ASSETS 31032018 31032017Other Current Assets consist of the following
Security Deposits - 415 (NDPL) 10500 10500 Security Deposits - 415 24000 24000
Income Tax Refund AY 2016-17 (521209)Income Tax for AY 2010-11 to 2016-17 4672 - Tax Deducted at SourceTax Deducted at Source 2013 659429 659429 Tax Deducted at Source 2014 1448240 1448240 Tax Deducted at Source 2015 1529479 1529479 Tax Deducted at Source 2016 1379276 1551705 Tax Deducted at Source 2017 1547406 1547406 Tax Deducted at Source 2018 1504193 -
7585986 6770759
As at As at16 REVENUE FROM OPERATIONS 31032018 31032017
Revenue from Operations consist of the followingInterest 13936496 18553137Net Revenue from Operations 13936496 18553137
(Figures in Rupees)As at As at
17 CHANGES IN INVENTORIES 31032018 31032017Changes in Inventories consist of the following Opening InventoriesStock of shares 420160 420160Less Closing InventoriesStock of shares 420160 420160
0 0
Figures in Rupees
As at As at
12 INVENTORIES 31032018 31032017
Inventoreis consist of the following
Stock of Shares 420160 420160
420160 420160
Details of Closing Stock-
As at 31032018 As at 31032017
(a) Details of Closig Stock of Shares- Numbers Rupees Numbers Rupees
Bellary Steel Ltd 39000 110370 39000 110370
Lloydeleng - - - -
Adani Power 4849 249190 4849 249190
Lanco Infratech Ltd 10000 60600 10000 60600
53849 420160 53849 420160
NOTES TO FINANCIAL STATEMENTS | 33
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
- Page 12
- Page 13
- Page 14
- Page 15
- Page 16
- Page 17
- Page 18
- Page 19
- Page 20
- Page 21
- Page 22
- Page 23
- Page 24
- Page 25
- Page 26
- Page 27
- Page 28
- Page 29
- Page 30
- Page 31
- Page 32
- Page 33
- Page 34
- Page 35
- Page 36
- Page 37
- Page 38
- Page 39
- Page 40
-
Figures in Rupees
As at As at
21 OTHER EXPENSES 31032017 31032016Other Expenses consist of the followingAdvertisement Expenses 846121 473989 AGM Expenses 30798 - Repair amp Maintnances 1752557 2351639 Listing amp Connectivity Charges 441317 387936 Directors Remuneration 288000 276000 Rent 180000 180000 Travelling amp Conveyance 1483810 3050501 Auditors Remuneration - (a) 28090 28090 ROC Fee 3600 30600 Books amp Brokerage 357980 385950 Postage amp Telephone 1344228 1296161 Printing amp Stationary 762917 907537 Petrol 812730 847957 Professional Charges 42740 40500 Electricity 954912 634840 E-Voting Charges - 11500 Miscellaneous Expenses 6393 1725 Business Promotion 763100 2400299
10099293 13305224
(a) Details of Auditors Remuneration are as followsStatutory AuditorsAudit Fees 22472 22472 Tax Audit Fees 5618 5618
28090 28090
(Figures in Rupees) Year ended Year ended
22 TAX EXPENSES 31032018 31032017Current TaxCurrent Income Tax for the year 33315 63694
33315 63694Deferred TaxDeferred Tax for the year 25260 97492
25260 97492
(Figures in Rupees)As at As at
18 EMPLOYEE BENEFIT EXPENSES 31032018 31032017Employee Benefits Expenses consist of the followingSalaries and Wages 2512557 3019738Bonus - 180000Employee Welfare 710068 1285596
3222625 4485334
(Figures in Rupees)As at As at
19 FINANCE COSTS 31032018 31032017
Finance Costs consist of the followingInterest Expenses 26594 9573Bank charges 10013 5842
36607 15415
(Figures in Rupees)As at As at
20 DEPRECIATION AND AMORTISATION EXPENSES 31032018 31032017Depreciation on Fixed Assets 546687 402870
546687 402870
34 | NOTES TO FINANCIAL STATEMENTS
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
- Page 12
- Page 13
- Page 14
- Page 15
- Page 16
- Page 17
- Page 18
- Page 19
- Page 20
- Page 21
- Page 22
- Page 23
- Page 24
- Page 25
- Page 26
- Page 27
- Page 28
- Page 29
- Page 30
- Page 31
- Page 32
- Page 33
- Page 34
- Page 35
- Page 36
- Page 37
- Page 38
- Page 39
- Page 40
-
25 Information related to Micro small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME Development Act) There is no due to small scale Industrial undertaking which are required to be disclosed as per schedule III to the Companies Act 2013
26 RELATED PARTY DISCLOSURESDetails of disclsures as required by Accounting Standard (AS)-18 on Related Party Disclosure are as under-a) Name of related parties and description of relationship
Key Management PersonnelShri Ram Kishore Bansal Managing DirectorShri Pawan Kumar Poddar DirectorShri Seema Khandelwal DirectorMr Ajay Kumar Jindal CFO
b) Related party transactionsName Nature Amount of transaction Closing Balance
during the year Saari Agro Farming (P) Ltd Advance Accepted - Rs 2007000-Delta Leasing amp Finance Ltd Advance Accepted (Rs 115000-) -Nanon Distributors (P) Ltd Advance Accepted (Rs 3396690-) -Focus Industrial Resources Ltd Advance Accepted (Rs 908000-) -
c) As per the information available following amount has been paid to related partiesName Nature of payment AmountRam Kishore Bansal Salary Rs 100000-Laxman Singh Satyapal Salary Rs 188000-
Year ended Year ended 23 EARNING PER SHARE (EPS) 31032018 31032017
Profit (Loss) for the period (Rupees) 23229 183108(No of Shares)
Weighted average number of shares used in the calculation of EPS 11313905 11313905 Weighted average number of Basic Equity Shares outstanding - - Shares issued for no consideration in respect of Amalgamation - - Closing Number of Shares 11313905 11313905 Weighted Average number of Shares 11313905 11313905 Face value of per share 10 10 Basic EPS 000 002 Diluted EPS 000 002
24 SEGMENT REPORTING(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17 Segment
Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
NOTES TO FINANCIAL STATEMENTS | 35
NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
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NOTE 27Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing 2151604 6731866
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
Assets Side Amount Outstanding
(2) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured 216922674
(3) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(4) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(5) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 216922674 216922674
36 | NOTES TO FINANCIAL STATEMENTS
(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
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(6)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
ii) Other than related parties NIL
Total NIL
(7) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
NOTES TO FINANCIAL STATEMENTS | 37
As per our report of even date attached For and on Behalf of the Board For PAWANSUT HOLDINGS LIMITED
Chartered AccountantsFirm Reg No
Sd- Sd- Sd- Sd-(RAM KISHORE BANSAL) (PAWAN KUMAR PODDAR) AJAY KUMAR JINDAL
PARTNER MANAGING DIRECTOR DIRECTOR CHIEF FINANCIAL OFFICERMNo DIN 05195812 DIN 02152971
Place DelhiDated 30052018
For MM Goyal amp Co
007198N
(CA M M Goyal)
086085
GT KARNAL ROAD
MUKARBACHOWK
BYE PASS
RED LIGHT
SANJAY GANDHITRANSPORT NAGAR
FROM SONIPAT FROM AZADPUR
RO
HIN
IO
UT
ER
RIN
G B
UR
AR
I
SPLASHWATER PARKPA
LL
A B
HA
KH
TAW
AR
PU
R R
OA
D
LAVANYA
Bhakhtawarpur Chowk
Hiran
ki Farm No-6
Burari Chowk
Hi ank r i Road
LOCATION MAP OF FARM HOUSE NO-6 HIRANKI VILLAGE
Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
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Regd Office 415 Usha Kiran BuildingCommercial Complex Azadpur Delhi-110 033Telefax 011-4568 9333E-mail pawansutholdingsltdgmailcomWebsite wwwpawansutholdingscom
(CIN L65929DL1984PLC019506)
PAWANSUT HOLDINGS LIMITED
- PHL Annual 2018 Fpdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
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