DIRECTORS' REPORT TO THE MEMBERS Your Directors take pleasure in presenting this 21st (Twenty First) Annual Report together with the Audited Accounts for the year ended 31st March, 2015. 2. Results of Operations and the State of Company's Affairs/ Material Changes During the year 2014-15, your Company recorded profit before tax of Rs. 59.14 Lacs (previous year Rs 61.19 Lacs). The Income for the year has been increased by 11.39 % to Rs. 846,167,725/- as compared to Rs. 759,614,497/- in 2014. The Profit after tax for the year was Rs. 4,954,747/- as compared to Rs. 4,498,061/- in 2014 3. DIVIDEND The Board of Directors does not recommend any Dividend for the Financial Year 2014-15. 4. RESERVES During the year under review, your Company has not transferred any amount to General Reserves. While an amount of Rs. 49, 54, 747/- has been transferred to Reserve and Surplus. 5. SHARE CAPITAL The Paid-up Equity Share Capital as on March 31, 2015 was Rs. 51, 030, 000/-. During the year under review, the Company has not issued any further Share Capital. 6. FINANCE Cash and cash equivalent as at March 31, 2015 was Rs. 11,127,129/-. The Company continues to focus on judicious management of its working capital. 6.1 DEPOSITS The Company has not accepted any Public Deposits during the Financial Year ended 31st March, 2015 and your Board of Directors have also passed the necessary Resolution for non-acceptance of any Public Deposits during the Financial Year 2015-16. The Company has also complied with the applicable provisions of "Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007" and "Non-Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) companies Prudential Norms (Reserve Bank) Directions, 2015". 7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS During the year under review your Company has not given any Loans, Guarantees or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013(the Act). However, the company had provided corporate guarantee during Financial Year 2013-14 (Equivalent INR 1,62,80,000 as on 31.03.2015) favoring UBS AG Switzerland on behalf of Pro Labels Private Limited. 8. DIRECTORS & KEY MANAGERIAL PERSONNEL 8.1 CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Directors at its meeting held on March 31, 2015 has appointed Mr. Anil Bhat and Mr. Gurcharan Dass Bhalla as Additional Director of the Company, subject to the approval of the shareholders of the Company at the ensuing 21st Annual General Meeting. Further, Pursuant to Section 152 of the Companies Act, 2013 (the Act), Mr. Gurcharan Dass Bhalla (DIN: 02735042), shall retire by rotation at the ensuing 21st Annual General Meeting and being eligible offer himself for reappointment. The Board of Directors of the Company recommends the regularization of Mr. Gurcharan Dass Bhalla as Director of the Company, liable to retire by rotation and appointment of Mr. Anil Bhat and Mr. Gurcharan Dass Bhalla as Directors of the Company. 8.1 BOARD EVALUATION Pursuant to the provisions of Section 134 and 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a mechanism for evaluating the performance of Independent Directors, Board, Committees and other individual Directors. On the basis of the said mechanism, the Board has evaluated the performance of Committees of Board, individual directors and Board as a whole. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors and the Board as a whole on the basis of the criteria specified in Board Evaluation Mechanism (Mechanism) as approved by Board in its meeting held on March 31, 2015. The Board based on the recommendations of NRC and criteria specified in the Mechanism evaluated performance of individual Directors on the Board. The Board also evaluated the performance of various committees and Board as a whole taking into account inputs received from individual Directors/ committee members and criteria specified in the Mechanism. The Independent Directors in their separate meeting which was later noted by Board of Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole. 8.2 DECLARATION BY AN INDEPENDENT DIRECTOR(S) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 and Clause 49 of Listing Agreement. 8.3 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the period under review, Fourteen Meetings of Board of Directors were held on April 1, 2014; May 14, 2014; May 30, 2014; July 10, 2014; July 24, 2014; August 9, 2014; August 19, 2014; September 2, 2014; October 1, 2014; November 8, 2014; November 22, 2014; December 31, 2014; February 2, 2015; March 31, 2015. The gap between any two Board Meetings did not exceed 120 days. As per the provisions of Section 149 of the Companies Act, 2013 (the Act) read with Schedule IV (Code for Independent Directors), the Company is required to hold at least one meeting in year, without the attendance of Non-Independent Directors and Members of the Management. During the year, one Meeting was held on March 31, 2015 under the Chairmanship of Mr. Anil Lakhani, Independent Director. 8.4 FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS The Board members are provided with necessary documents/articles, reports and internal policies to enable them to familiarize with the Company's procedures and practices to understand its business in depth and contribute to the Company. The policy on familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.provestment.net 9. BUSINESS RISK MANAGEMENT The Company has process in place to identify and assess business risks and opportunities in the form of a Risk Assessment Policy. The Policy was adopted by the Board of directors at its Meeting held on March 31, 2015. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. 10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report (MDA) for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report. Nomination and Remuneration Committee vide its resolution dated March 31, 2015 has formulated the Nomination & Remuneration Policy, inter alia, for appointment and remuneration of the directors, key managerial personnel and other employees. The policy has been approved by the Board at its Meeting held on March 31, 2015. The said Policy is attached herewith as Annexure I. 12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES During the year under review, M/s SAAB Travel & Tours have ceased to be a subsidiary of the company. The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March, 2015. As such the company is not required to consolidate its account with any other company. As per the Companies (Accounts) Rules, 2014, the Company is not required to consolidate its Financial Results with the Associate Companies for the Financial Year ended March 31, 2015. 13. AUDITORS & AUDITORS REPORT 13.1 STATUTORY AUDITORS M/s Ahuja Arun & Co. (FRN: 012985N), Chartered Accountants, the Statutory Auditors of the Company holds the office until the conclusion of 21st Annual General Meeting (AGM) and, they being eligible are recommended for re-appointment as Statutory Auditors of the Company from the conclusion of 21st AGM till the conclusion of 22nd AGM to be held in the year 2016. The Company has received a Certificate from them to the effect that their appointment, if made, would be as per the requirements specified under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Notes on Accounts read with the Auditors' Reports are self-explanatory and therefore, do not call for any further comments or explanations. The Statutory Auditor's Report does not contain any qualification, reservation or adverse remark. 13.2 SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M B & Co., Company Secretaries, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure II". 14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Provisions relating to disclosure of particulars with respect to Conservation of Energy are not applicable on the Company and it has no information to be published regarding Technology Absorption. The Company has not carried on during the period under report any activity relating to exports and has not used or earned any foreign exchange. 15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements. 16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company. 17. VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to provision of section 177 of the Act and Clause 49 of the Listing Agreement, the Company has established Whistle Blower Policy/Vigil Mechanism for directors and employees to report their genuine concerns. The Whistle Blower Policy/Vigil Mechanism is available at the website of the Company www. provestment.net 18. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement entered with the Stock Exchange, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report, attached at Annexure III. 19. RELATED PARTY TRANSACTIONS All Related Party Transactions that were entered into by the Company during the financial year were on an Arm's Length Basis and were in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions is available at the website of the Company i.e. www.provestment.net The details of Related Party Transactions have been provided in Form AOC -2 marked as Annexure IV. 20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no orders passed by the Regulators / Courts, which would impact the going concern status of the Company and its future operations. 21. PARTICULARS OF EMPLOYEES The Company has no employee in respect of whom the statement under Section 197 of the Act is required to be furnished. Other details as per Section 197 of the Act are attached herewith as Annexure V. 22. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act, that: (a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2014-15 and of the Profit and Loss of the Company for that period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 23. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 24. ACKNOWLEDGEMENT The Directors acknowledge with appreciation, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents and arcade during the year. The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for their continuous support given by them to the Company at all levels during the period under report. Your Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the cooperation & assistance received from the shareholders. The Board acknowledges your confidence and continued support and looks forward for the same in future as well. On behalf of the Board of Directors For PROVESTMENT SERVICES LIMITED (Deepika Rajput) Company Secretary(PAN: AMUPD4639A) (Add: H No. 200, 3rd Floor, Bhai Parmanand Colony East, Delhi-110009) (Anil Lakhani) Director DIN: 00450542) (Add: A-16/1, Rishi Apartment, 282/1, Saket, Meerut, U.P-250001) (Praveen Bhatia) Director ( (DIN: 00147498) (Add: W-12/30, DLF-3, Gurgaon, Haryana-122001) |