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Directors Report of Prime Capital Market Ltd.
Mar 31, 2024
Your Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2024.
|
Financial Results |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
|
Revenue for the year |
124.17 |
36.71 |
|
Profit/(Loss) before Depreciation, Financial Cost and Taxes |
4.10 |
0.77 |
|
Less: Financial Expenses |
- |
- |
|
Profit/(Loss) before Depreciation/Amortization and Taxes |
4.10 |
0.77 |
|
Less: Depreciation |
- |
- |
|
Net Profit/(Loss) before Taxation (PBT) |
4.10 |
0.77 |
|
Less: Provision for Taxation (including Deferred Tax) |
2.91 |
0.27 |
|
Add/(Less): Extra-ordinary Items (Excess Provisioning) |
0.15 |
4.75 |
|
Profit/(Loss) after Tax & Extra-ordinary Items |
1.34 |
0.50 |
|
Less: Provision for Dividend |
- |
- |
|
Less: Transfer to General / Statutory Reserves |
0.24 |
0.10 |
|
Profit/(Loss) available for Appropriation |
1.10 |
5.25 |
|
Add: Profit/(Loss) brought forward from Previous Year |
(104.56) |
(109.71) |
|
Balance of Profit/(Loss) carried forward |
(103.46) |
(104.56) |
FINANCIAL HIGHLIGHTS
Total revenue for the year stood at R 124.17 lakh in comparison to last years'' revenue of R 36.71 lakh. In term of Profit before taxation, the Company has earned a Profit/(Loss) of R 4.10 lakh in comparison to last years'' Profit/(Loss) of R 0.77 lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at R 2.95 lakh in comparison to last financial year''s Profit/(Loss) of R 5.25 lakh.
DIVIDEND
In view of meager profit, your Directors do not propose any dividend for the year under review.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2024 was ? 10.001 Crore. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.
GENERAL RESERVES
The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.
STATUTORY RESERVES
Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the "RBI Act") and related regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required to transfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation from this reserve fund is permitted only for the purposes specified by the RBI.
During the year under review R Nil was transferred to General Reserve as per RBI guidelines.
IMPAIRMENT RESERVES
Impairment Reserve represents the reserve created pursuant to the per RBI circular dated March 13, 2020 on ''Implementation of Indian Accounting Standards''. Under the circular, where the impairment allowance under Ind AS 109 is lower than the provisioning required as per prudential norms on Income Recognition, Asset Classification and Provisioning (including standard asset provisioning) the difference should be appropriated from the net profit to a separate ''Impairment Reserve''. Withdrawals from this reserve is allowed only after obtaining permission from the RBI.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.
Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial results on an annual basis.
The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review. BUSINESS SEGMENT
Your Company is one of the RBI registered NBFC and is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture Company whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.
During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.
POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES
The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is available on your Company''s website at http://www.primecapitalmarket.in/Company Policies.aspx
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.
All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are
verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company
The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.
The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the website of the Company and is accessible at the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: http://www.primecapitalmarket.in/Company Policies.aspx
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors'' Report.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 3, 2023 wherein, the following items in agenda were discussed:
⢠reviewed the performance of Non-Independent Directors and the Board as a whole.
⢠reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;
⢠Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
⢠The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.
Matrix setting out the skiNs/expertise/competence of the Board of Directors
|
Sl. No. |
Essential Core skiNs/expertise/competencies required for the Company |
Core skills/expertise/competencies of all the Directors on the Board of the Company |
|
1. |
Strategic and Business Leadership |
The Directors and especially the Managing Director have many years of experience. |
|
2. |
Financial expertise |
The Board has eminent business leaders with deep knowledge of finance and business. |
|
3. |
Governance, Compliance and Regulatory |
The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board. |
|
4. |
Knowledge and expertise of Trade |
and |
The Directors have profound knowledge of economic |
|
Technology |
Affairs, trade and technology related matters. |
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the separate section of Corporate Governance Report.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
MANAGEMENT
There is no change in Management of the Company during the year under review.
DIRECTORS
There is no change in composition of the Board.
The details of programme for familiarization of Independent Directors with the Company, nature of the business segments in which the Company operates and related matters are put up on the website of the Company
INDEPENDENT DIRECTORS & KMPs
As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.
As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management. The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.
There was a change in the composition of Board during the current financial. Such change has been stated herein below-DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|
Sl. No. |
Name |
Designation |
Date of Appointment |
Date of Resignation |
|
1. |
- |
- |
- |
- |
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.
Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.
EVALUATION OF DIRECTORS, BOARD AND COMMITTEES
The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.
The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.
Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
Equity Shares of the Company have been delisted from CSE w.e.f. 23rd August 2023 vides CSE Notice No. CSE/LD/16346/2024 dated August 22, 2024, However, Equity Shares of the Company are continued to be listed on BSE and are available from trading or investment.
Apart from above, there have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st March 2024, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;
2. 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 as at March 31, 2024 and of the profit of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis;
5. that 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; and
6. that 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.
BUSINESS RISK MANAGEMENT
As an NBFC, the Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company.
Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
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. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has disclosed the policy on the website of the Company i.e. www.primecapitalmarket.in
INFORMATION TECHNOLOGY
Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.
AUDITORS Statutory Auditors
Messrs Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata (FRN No. 323891E) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 29th Annual General Meeting (AGM) of the Members held on June 9, 2023 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.
The Report given by M/s. Rajesh Kumar Gokul Chandra & Associates on the financial statement of the Company for the FY 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.
There is no audit qualification, reservation or adverse remark for the year under review.
Secretarial Auditors
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 re-appointed Mr. Sanjay Kumar Vyas, Company Secretaries in Practice (C. P. No. 21598) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. Details of qualification, reservation or adverse remark have been provided on Page No. 28-30 in Form of MR-3 forming part of the Annual Report.
During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.
In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mr. Sanjay Kumar Vyas for the FY2023-24 has been submitted with stock exchanges.
Internal Auditors
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. A. Bhattarchajee & Co., Chartered Accountant Firm, Kolkata (FRN - 333268E). 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, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. 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.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is attached as Annexure III to this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the business of financing (NBFC activities) and investment activities in Shares and Securities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Corporate Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Corporate Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the year under review.
RBI DIRECTIONS
Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the RBI as applicable to your Company as a systemically important non-deposit taking NBFC.
The Company has in place the system of ensuring compliance with applicable provisions of Foreign Exchange Management Act, 1999 and rules made thereunder.
PUBLIC DEPOSITS
During the period under review, your Company did not accept / renew any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest was outstanding as on the balance sheet date. Further, The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.
AUDITORS REPORT
The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2023-24.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
GENERAL
During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme; (d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time settlement with any bank or financial institution.
CAUTIONARY STATEMENT
Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
APPRECIATION
Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.
Kolkata, August 23, 2024 By order of the Board
For PRIME CAPITAL MARKET LIMITED
S/d-
Corporate Office : Adarsh Purohit
P-27, Princep Street, 3rd Floor DIN: 02950960
Kolkata-700 072 Managing Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report of
your Company together with the Audited Statements of Accounts for the
financial year ended March 31, 2015.
(Rs. in Lac)
Year Ended Year Ended
Financial Result 31,03.2015 31.03.2014
Income for the Year 69.10 48.26
Profit before Tax & Extraordinary Items 55.61 35.80
Less : Provision for Taxation 9.97 12.65
Profit after Tax 45.64 23.15
Add / (Less) : Extra Ordinary Items 0.45 0.07
Profit available for appropriation 45.19 23.08
Add : Profit Carried Forward from Previous Year 239.12 220.66
Appropriated as under :
Transfer to General Reserve 9.04 4.62
Balance carried forward to Next Year 275.27 239.12
overview of economy
India's growth prospects in 2014-15 look much better when compared to
the situation a year ago. Various agencies project GDP growth to be
around 5.5/5.6% this fiscal year. This is a welcome improvement from
below 5.0% GDP growth witnessed in the previous two fiscal years - 4.5%
in 2012-13 and 4.7% in 2013-14. Inflation which had been a persistent
worry has finally moved to a downward path. Latest numbers indicate
inflationary pressure waning, with both wholesale and retail prices
reporting softening. Also, the decline in prices has been broad based
with an evident fall noted in food and fuel segment prices. Further,
our current account position which was a dominant risk factor until
last year has been suppressed to a large extent. The global oil prices
have softened and the exchange rate is projected to remain pretty much
stable. Export growth has also been steady so far this year. Over the
period April-September 2014, exports recorded a growth of 6.3%,
vis-a-vis 6.7% growth registered over the same period last year. In
addition, the foreign investment inflows -both foreign direct
investments and portfolio investments- have been sound. Over the period
April-August 2014, total inflows amounted to USD 33.7 billion, up from
USD 3.1 billion in the corresponding period last year. The benign
global environment accompanied by a strong and stable government at
home has reinvigorated the interest of the investors.
The new government has taken a series of progressive policy measures
aimed towards improving the business environment and giving a strong
push to growth. The commitment of the government towards reforms has
been reflected in its first Union Budget as well outside of it.
overall performance & outlook
During the year, Capital Market has shown recovery due to large inflow
by FIIs. Both BSE index and NSE Nifty were moving upwards due to
continuous price rise in Large Cap Stocks.
Since the market has shown recovery after a long period, it lead to
increase in volatility. Prices of Large cap shares were moving up and
also midcap stocks have started to showing sign of recovery and thus
recovery in these stock prices. However, there were sluggishness in the
small cap scrips and were not showing any sign of recovery.
Gross income from operations during the year was stood at ' 69.10 Lac
in comparison to last years' figure of ' 48.26 Lac. In term of Net
Profit, the same has been remained at Rs. 45.19 Lac in comparison to
last years' Net Profit of Rs. 23.08 Lac, showing growth of almost of
96% in comparison to last years' figure.
Your Company is one of the RBI registered NBFC and is in the Business
of Investment (Capital Market) and Financing activities.
Your Company is hopeful of doing well in coming days and continues to
remain as one of the healthy and profitable entrepreneur in coming
years.
DIVIDEND AND RESERVES
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
During the year under review, sum of Rs. 9.04 Lac were transferred to
General Reserves.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 10.0001
Crore. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity. As on March 31, 2015, none of the Directors and/or Key
Managerial Person of the Company hold instruments convertible in to
Equity Shares of the Company.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the
requirements the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to the financial statements are made on a prudent basis, so as
to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs,
profits/(loss) and cash flows for the year ended 31st March 2015.
The Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
There is no audit qualification in the standalone financial statements
by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any material subsidiary whose net worth
exceeds 20% of the consolidated net worth of the holding company in the
immediately preceding accounting year or has generated 20% of the
consolidated income of the Company during the previous financial year.
Accordingly, a policy on material subsidiaries has not been formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the
Companies Act, 2013 and Clause 49 of the Listing Agreement during the
financial year were in the ordinary course of business and on an arm's
length pricing basis and do not attract the provisions of Section 188
of the Companies Act, 2013 thus disclosure in form AOC-2 is not
required. There were no materially significant transactions with
related parties during the financial year which were in conflict with
the interest of the Company. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial
Statements. The policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
During the Year, your Board has appointed Ms. Susmita Kundu as
Additional, Independent Director of the Company to fulfill the
requirement of Companies Act, 2013 as well as Clause 49 of Listing
Agreement.
Further, Mr. Pawan Kr. Purohit has resigned from the Board w.e.f. 31st
December 2014.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re- appointment for another
term up to five years on passing of a special resolution by the company
and disclosure of such appointment in Board's Report. Further Section
152 of the Act provides that the Independent Directors shall not be
liable to retire by rotation in the Annual General Meeting (AGM') of
the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as Independent
Director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
Date of
Sl. No. Name Designation Appointment
1 Mr. Pawan Kr. Purohit Non-Executive Director -
2. Ms. Susmita Kundu Independent Director 21st March 2015
3. Mr. Surendra Singh CFO 29th March 2015
Sl. No. Name Date of
Resignation
1 Mr. Pawan Kr. Purohit 31st Dec 2014
2. Ms. Susmita Kundu -
3. Mr. Surendra Singh -
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
COURTS
There are no other significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the
financial position of the Company between the end of Financial Year and
date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
the Board of Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2015, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed.
2. The Directors had adopted 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 and of the profit of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
5. Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
6. Systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in information and technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Business Risk Management Committee. The
details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board's Report.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The business
risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as also
separately for business segments viz. Finance and Capital Market
activities.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is defined in the Internal Audit Charter.
To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies. Based on the
report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As required under Rule 7 of The Companies (Meetings of Board and its
Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk
Management Policy (FRM) to deal with instance of fraud and
mismanagement, if any. The detail of the FRM Policy is explained in the
Corporate Governance Report.
RESEARCH AND DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Statutory Auditors
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata who
are Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company from the conclusion
of the 21st Annual General Meeting up to the conclusion of the 25th
consecutive Annual General Meeting (subject to ratification by the
members at every subsequent AGM). As required under the provisions of
Section 139 & 142 of the Companies Act, 2013 the Company has obtained
written confirmation from M/s. B. S. Kedia & Co., that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
The shareholders are requested to appoint Auditors and fix their
remuneration.
Secretarial Auditors
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 G. S. Bhide &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit
Report is annexed elsewhere in this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9, as required under section 92 of the Companies Act, 2013 is
annexed elsewhere in this Annual Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company
Secretary in this regard.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013
Since the Company is into the Business of Financing and Investing
activities in Shares and Securities; the information regarding
conservation of energy, Technology Absorption, Adoption and innovation,
under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of
The Companies (Accounts) Rules, 2014, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 73 of the
Companies Act 2013 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 2013 and the Listing Agreement with the BSE and
CSE. Pursuant to Clause 49 of the Listing Agreement, a Report on the
Corporate Governance and the Auditors Certificate on Corporate
Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company's valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 29, 2015 By order of the Board
For Prime Capital market limited
Registered Office : Sushil Kumar Purohit
18A, B.J.B. Nagar, (Din : 00073684)
Bhubaneshwar-751014, Orissa Chairman & Managing Director
Mar 31, 2014
To The Members,
The Directors have pleasure in presenting the 20th Annual Report of
your Company together with the Audited Statements of Accounts for the
year ended March 31,2014.
(Rs. in Lac)
FINANCIAL HIGHLIGHTS Year Ended Year Ended
31.03.2014 31.03.2013
Income 48.26 64.91
Profit before Tax & Extraordinary Items 35.80 53.19
Less : Provision for Taxation 12.65 10.19
Profit after Tax 23.15 43.00
Add / (Less) : Extra Ordinary Items 0.07 1.21
Profit available for appropriation 23.08 41.79
Add : Profit Carried Forward from Previous Year 220.66 187.23
Appropriated as under :
Transfer to General Reserve 4.62 8.36
Balance carried forward to Next Year 239.12 220.66
OVERVIEW OF ECONOMY
A survey by global consultancy firm Ernst & Young (E&Y) sees India as
the world''s most attractive investment destination. With the opening up
of foreign direct investment (FDI) in several sectors, India is today
an eye-catching destination for overseas investors. The relaxation of
norms by the government has created a vast opportunity for foreign
players, who are competing for a greater role in the Indian market.
Sectors projected to do well in the coming years include automotive,
technology, life sciences and consumer products.
The World Bank has projected an economic growth rate of 5.7 per cent in
FY15 for India, due to a more competitive exchange rate and several
significant investments going forward.
India is the third biggest economy in the world in terms of purchasing
power parity (PPP), according to a World Bank report. The country was
ranked 10th in the previous survey conducted in 2005.
The stakes held by foreign institutional investors (FII) in Indian
companies touched a record high in the fourth quarter of FY 14. The
estimated value of FII holdings in India stands at US$ 279 billion.
OVERALL PERFORMANCE & OUTLOOK
The Business environment continued to remain challenging and the dry
out of Turnover & lack of retail participation in Stock Market leading
to adverse impact on the business of the Company. The same story was in
term of Money Market where fear of bad loans continued to rise pushed
the Company to have caution in its business during financial year
2013-2014.
In spite of unfavorable economic scenario, your Directors are pleased
to inform you that your Company has managed to be in profit during the
year under review.
Gross income from operations during the year was stood at Rs. 48.26 Lac
in comparison to last years'' figure of Rs. 64.91 Lac. In term of Net
Profit, the same has been remained at Rs. 23.08 Lac in comparison to last
years'' Net Profit of Rs. 41.79 Lac, slide of almost of 55% in comparison
to last years'' figure.
Your Company is one of the RBI registered NBFC and is in to the
Business of Investment (Capital Market) and Financing activities.
Your Company is hopeful of doing well in coming days and continues to
remain as one of healthy and profitable entrepreneur in coming years.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have Subsidiary Company.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
In accordance with the provisions of Act and Articles of Association of
your Company, Mr. Pawan Kr. Purohit, Non-Executive Director of your
Company, retires by rotation and is due for election at the ensuring
Annual General Meeting. Mr. Pawan Kr. Purohit, being eligible, offers
himself for re-appointment.
Except Mr. Sushil Kr. Purohit, relatives of Mr. Pawan Kr. Purohit, no
other Directors are concerned or interested in the re-appointment of
Mr. Pawan Kr. Puorhit as Non-Executive Director.
The Board recommends the appointment of Mr. Pawan Kr. Purohit pursuant
to the applicable provisions of the Act. The resolutions seeking your
approval on this item along with the requisite disclosures/explanatory
statement are included in the Notice for convening the Annual General
Meeting.
Further, none of the Directors of the Company are disqualified under
sub-section (2) of Section 164 of the Companies Act, 2013.
INDEPENDENT DIRECTORS
As per provisions of Section 149 of the 2013 Act, independent directors
shall hold office for a term up to five consecutive years on the board
of a company, but shall be eligible for re- appointment for another
term up to five years on passing of a special resolution by the
company and disclosure of such appointment in Board''s Report. Further
Section 152 of the Act provides that the Independent Directors shall
not be liable to retire by rotation in the Annual General Meeting
(AGM'') of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1,2014), any person who has already served as Independent
Director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
DELISTING OF SHARES FROM DELHI AND BHUBANESWAR STOCK EXCHANGES
During the year, the Company has opted to de-list its securities from
both Delhi and Bhubaneswar Stock Exchanges due to lack turnover and
volatility on this exchange, absence of liquidity in the scrip as well
as almost Nil volume during the year under review. However, Equity
Shares of Company will continue to list on remaining Exchanges i.e. on
BSE Ltd. (BSE) and Calcutta Stock Exchange Association Ltd. (CSE).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2014, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed.
2. The Directors had adopted 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 and of the profit of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
STATUTORY INFORMATION
Your Company being one of the RBI registered Non-Deposit taking NBFC
Company and is in to the business of financing and investment in Stock
Market, disclosures of Particulars of conservation of energy and
technology absorption prescribed by the rule is not applicable to us.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in information and technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
The Auditors M/s B. S. Kedia & Co., Chartered Accountants, Kolkata who
are Statutory Auditors of the Company and holds the office until the
conclusion of ensuing Annual General Meeting and are recommended for
re-appointment to audit the accounts of the Company from the conclusion
of the 20th Annual General Meeting up to the conclusion of the 25th
consecutive Annual General Meeting (subject to ratification by the
members at every subsequent AGM). As required under the provisions of
Section 139 & 142 of the Companies Act, 2013 the Company has obtained
written confirmation from M/s. B. S. Kedia & Co., that their
appointment, if made, would be in conformity with the limits specified
in the said Section.
The shareholders are requested to appoint Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial throughout the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
Your Company being one of the RBI registered Non-Deposit taking NBFC
Company and is in to the business of financing and investment in Stock
Market the information regarding Conservation of Energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the BSE and
CSE. Pursuant to Clause 49 of the Listing Agreement, a Report on the
Corporate Governance and the Auditors Certificate on Corporate
Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 29, 2014 By order of the Board
For Prime Capital Market Limited
Registered Office : Sushil Kumar Purohit
18A, B.J.B. Nagar, (DIN : 00073684)
Bhubaneshwar-751014, Orissa Chairman & Managing Director
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the 19th Annual Report of
your Company together with the Audited Statements of Accounts for the
financial year ended March 31, 2013.
(Rs.in Lacs)
Financeal Results Year Ended Year Ended
31.03.2013 31.03.2012
Income 64.91 154.38
Profit before Tax & Extraordinary Items 53.19 101.24
Less : Provision for Taxation 10.19 15.23
Profit after Tax 43.00 86.01
Add / (Less) : Extra Ordinary Items 1.21 1.59
Profit available for appropriation 41.79 84.42
Add : Profit Carried Forward
from Previous Year 187.23 119.70
Appropriated as under :
Transfer to General Reserve 8.36 16.88
Balance carried forward to Next Year 220.66 187.23
OVERVIEW OF ECONOMY
According to the latest estimates, Indian Economy grew by 5% in FY
2013, reflecting lower than expected growth in both industry and
services sectors. Inflation also was at elevated levels. However with
commodity and crude oil prices on the decline from the peak and with
various policy initiatives coming through, the Economy is estimated to
grow by around 6% in FY2014 with lower Inflation.
OVERALL PERFORMANCE & OUTLOOK
The Business environment remains extremely challenging and the
recessionary economic conditions leading to further slowdown in demand
and inflation pushed scale up of input costs left its adverse imprint
on overall performance for 2012-2013. In spite of unfavorable economic
scenario, your Directors are pleased to inform you that your Company
has done well for the year under review.
In spite of adverse market condition and high inflation, gross income
from operations during the year was stood at Rs. 64.91 Lac in comparison
to last years'' figure of Rs. 154.38 Lac. In term of Net Profit, the same
has been remained at Rs. 41.79 Lac in comparison to last years'' Net
Profit of Rs. 84.42 Lac, slide of almost of 50% in comparison to last
years'' figure.
The Company is in to the Business of Investment (Capital Market) and
Financing activities.
Your Company is hopeful of doing well in coming years and continues to
remain as one of healthy and profitable entrepreneur in coming years.
DIVIDEND
In order to conserve resources to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary Company.
MANAGEMENT DISCUSSION & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors''
Report.
MANAGEMENT
There is no Change in Management of the Company during the year under
review.
DIRECTORS
During the year, Mr. Pawan Kr. Purohit has been appointed as Additional
Director (Executive) of the Company w.e.f. 2nd August 2012 to
broad-base the Board.
Further, in accordance with the provisions of Act and Articles of
Association of your Company, Mr. Pawan Borad, Director of your Company,
retires by rotation and are due for election at the ensuring Annual
General Meeting. Mr. Pawan Borad, being eligible, offers himself for
re-appointment.
Except Mr. Sushil Kr. Purohit, relatives of Mr. Pawan Kr. Purohit, no
other Directors are concerned or interested in the appointment of both
Mr. Pawan Kr. Puorhit and re-appointment of Mr. Pawan Kr. Borad.
The Board recommends the appointment of both Mr. Pawan Kr. Purohit and
Mr. Pawan Borad pursuant to the applicable provisions of the Act. The
resolutions seeking your approval on this item along with the requisite
disclosures/explanatory statement are included in the Notice for
convening the Annual General Meeting.
Further, none of the Directors of the Company are disqualified under
section 274(1)(g) of the Companies Act 1956.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the annual accounts, for the year ended 31st
March 2013, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed.
2. The Directors had adopted 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 and of the profit of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
INFORMATION TECHNOLOGY
Your Company believes that in addition to progressive thought, it is
imperative to invest in information and technology to ascertain future
exposure and prepare for challenges. In its endeavor to obtain and
deliver the best, your Company has entered into alliances/tie-ups with
an IT solution Company to harness and tap the latest and the best of
technology in the world and deploy/absorb technology wherever feasible,
relevant and appropriate.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Only
progressive research and development will help us to measure up to
future challenges and opportunities. We invest in and encourage
continuous innovation. During the year under review, expenditure on
research and development is not significant in relation to the nature
size of operations of your Company.
AUDITORS
Auditors M/s. B. S. Kedia & Co., Chartered Accountants, Kolkata holds
the office until the conclusion of ensuing Annual General Meeting. Your
Company has received certificate from the Auditors under section
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration for accounting year 2013-2014.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial throughout the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1975 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is having no business other than the business of Investing
in Securities Market as well as into the financing activities of
lending money to Corporate and HNIs during the year under review and
hence the information regarding conservation of energy, Technology
Absorption, Adoption and innovation, the information required under
section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be NIL.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any
deposits from the public within the meaning of section 58A of the
Companies Act 1956 and the rules there under.
REPORT ON CORPORATE GOVERNANCE
The Company conforms to the norms of Corporate Governance as envisaged
in the Companies Act, 1956 and the Listing Agreement with the BSE, CSE,
DSE and BhSE. Pursuant to Clause 49 of the Listing Agreement, a Report
on the Corporate Governance and the Auditors Certificate on Corporate
Governance are annexed to this report.
APPRECIATION
Your Directors wish to place on record their appreciation towards the
contribution of all the employees of the Company and their gratitude to
the Company''s valued customers, bankers, vendors and members for their
continued support and confidence in the Company.
Kolkata, May 30, 2013 By order of the Board
For Prime Capital Market Limited
Registered Office :
18A, B.J.B. Nagar, Sushil Kumar Purohit
Bhubaneshwar-751014, Orissa Chairman & Managing Director
Mar 31, 2011
The Directors have pleasure in presenting the Sixteenth Annual Report
of your Company together with the Audited Statements of Accounts for
the financial year ended March 31, 2011.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
31.03.2011 31.03.2010
Income 76.61 51.54
Profit before Tax & Extraordinary Items 42.95 42.19
Less : Provision for Taxation 6.85 6.37
Profit after Tax 36.10 35.82
Add / (Less) : Extra Ordinary Items 0.89 -0.01
Profit available for appropriation 36.99 35.81
Add : Profit Carried Forward from
Previous Year 89.89 119.74
Appropriated as under :
Proposed Dividend 0.00 50.00
Corporate Tax on above Dividend 0.00 8.50
Transfer to General Reserve 7.18 7.16
Balance carried forward to Next Year 119.70 89.89
DIVIDEND
In order to conserve resources end to meet the working capital
requirements, your Directors do not propose any dividend for the year
under review.
INDUSTRY STRUCTURE AND DEVELOPMENT
The Indian economy has emerged rapidly from the slowdown caused by the
global financial crisis of 2007-09 and remains one of the fastest
growing economies of the world. After dipping to 6.8% in 2008-09, GDP
growth had recovered sharply to 8% and is projected to remain above
this level in 2010-11. Economic and financial events over the year,
however, have increased concerns about the sustainability of the growth
momentum.
The global economic and financial situation is recovering slowly. The
large fiscal deficits and high debt ratios coupled with slow economic
growth have created unsettling conditions for business and have
potential for causing great volatility in financial markets. It is hard
to visualize strong economic growth in the advanced economies in 2010
and to a large extent in 2011. The implications of this, for India''s
strategy to return to the 9.0 per cent growth trajectory, are that
public policy must promote business confidence and facilitate increased
investment.
Apart from above, high current account deficit, particularly in the
context of weakening capital inflows, was also a cause of concern,
which has hitherto managed to compensate the rising trade deficit. The
current account deficit was a manifestation of strong domestic demand
and global weakness. This pressure has abated somewhat during the past
few months, with rise in exports and slowing (non-oil) imports.
However, a strong rebound in India''s exports over the past couple of
months has considerably reduced the pressure, but India''s overall
balance of payments remains weaker than expected, putting pressure on
the Rupee.
OPPORTUNITIES & THREATS
Global Market is large and rapidly changing-from a mix of legacy client
server to web / package-based services. Market openings are emerging
across I.T. services, software products, I.T. enabled services and
E-businesses, and creating a number of new opportunities for Indian
companies. The corporate, government and consumer sector of the Indian
domestic market offers a huge opportunity to software and services
companies.
The Fundamental drives of India''s medium term growth prospects remain
intact. However, global developments, in conjunction with Indian Policy
responses to the concerns noted above, are likely to make 201 1-12 a
challenging year.
Global economic and financial conditions can be expected to remain
adverse for some time, particularly in the aftermath of Japan''s natural
disaster. Once the current financial year and commodity volatility
subsides, deeper structural factors are likely to slow down economic
growth, particularly in developed economics. Fiscal consolidation in
Europe and an excess supply overhang in the US will probably moderate
growth in the second half, together with increasing expectations of
policy rate rise to quell rising inflation.
In India, inflationary pressure are likely to persist and hence result
in a further, though moderate, monetary policy tightening the impact of
which will be increasingly visible, through rising borrowing costs, in
fiscal 2012. Increasing savings, high interest rates, an expected lower
rise in currency driven by lower food prices, are likely to help
deposits to grow stronger in fiscal 2012. However, in light of
inflationary pressures and rising interest rates, there is a likelihood
that the credit growth momentum might slow in 201 1-12.
The expansion of the economy in the rural areas and particularly in the
agricultural infrastructure sector continues to present opportunities
of growth for NBFCs with a rural network. NBFCs here will have to rely
on their partnership with banks and insurance companies and their own
access to rural distribution networks to exploit such opportunities.
Apart from the threat imposed by banks, the Reserve Bank of India has
also advised NBFCs to reduce dependence on deposits in the next few
years. This will have an adverse impact on NBFCs.
Dependence on purely fund-based business continues to be difficult for
NBFCs unless they are able to reduce their cost of funds very
substantially. The ability of the company to significantly expand its
non-fund based activities would remain an area of concern.
The Company is also in a business of Investment in shares and
securities as well as in various Mutual Fund schemes. Investment
business activities need lot of experience, skills and passion as well
as timely exit decision. Gain from Investment business lies on the
investment decision and wise person with timely and accurate decision
can perform better than a person investment without vision.
On the other hand changes in regulatory frameworks, slowing down of
capital market, increase in inflation and decrease in earning of common
consumer can lead to the loss in investment business.
PERFORMANCE & CURRENT YEAR PROSPECTS
The Company has earned an income of Rs. 76.61 Lac during the year major
portion of which is from Short term gain in Capital and Commodities
Market. The Company is doing investments based on its own studies by
help of some of expertise in Capital Market as well as data available
on different web sites.
Beside above business activities, your Company is one of Non Banking
Finance Company (NBFC). During the entire year, there were almost no
business due to sluggish market as well as rise and fall in Dollar
verses Rupee as well as non-predictable low demand in money market. Due
to uncertainty, the Company has decided to stay away from Finance &
Money market and hence the Company was only able to earn from said
activities during the year under review.
Inflation and high interest rates where another cause of concerns for
the Company and due to uncertainty in this, the Company was unable to
decide about short term funding.
BUSINESS SEGMENT
Your Company offers its services to customers through industry
practices in the services of NBFC activities. Beside this your Company
uses to invest its surplus fund in investing activities like investment
in Equity Shares or in Capital Market or Mutual Fund.
RISK & CONCERNS
The objective of risk management is to balance the trade-off between
risk and returns and ensure optimum risk adjusted return on capital. It
entails the identification, measurement and management of risks across
the various businesses of the Company. Risk is managed through a
framework of policies and principles approved by the Board of Directors
and supported by an Independent risk function that ensures that the
Company operates within its risk appetite. The risk management
function attempts to anticipate vulnerabilities at the transaction
level or at the portfolio level, as appropriate, through quantitative
or qualitative examination of the embedded risks. The Company continues
to focus on refining and improving its risk management systems. In
addition to ensuring compliance with regulatory requirements, the
Company had developed internal systems for assessing capital
requirements keeping in view the business objectives.
The Company has identified following main risks for its business, which
needs to be addressed at this point of time :-
1. Credit Risk
2. Market Risk
3. Liquidity Risk
4. Operational Risk
The Company has framed the appropriate business policies to tackle the
challenges of above risks and is continually reviewing and modifying
these policies in order to face the challenges and come out with the
help of Company''s business policies.
OVERVIEW
The Company is planning to counter its challenges through focused
marketing, tight control on liquidity and margins, cost effective
sourcing of services etc. In term of Investment activities, the Company
is investing after taking expert opinion from expertise in Capital
Market and after studying Balance Sheets, trading pattern for last few
years as well as liquidity in the scrip. Further, in term of NBFC
activities, Company is disbursing its fund after details enquiry about
its Clients, their repayment capacities and goodwill in the market. The
Company is also trying to strengthen its presence in Software industry
with improved quality of its products and smooth working.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
PRIME has developed adequate Internal Control Systems in place to
ensure a smooth functioning of its business. The Control System
provides a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company''s assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES
Prime''s biggest assets are their employees. We are continuously working
on innovative initiatives to attract, train, retain and motivate our
employees. Our endeavors are driven by a strong set of values imbibed
in us and policies that we abide by. Our constant goal, and indeed our
biggest strength, is a healthy, happy and prosperous work environment
for all our employees. Currently staff strength of the Company is 4
Employees including senior & junior category staff.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the
Company''s objectives, projections, estimates, expectations may be
forward looking statements. Actual results may differ materially from
those expressed or implied. Important factors that could make a
difference to the Company''s performance include economic conditions
affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the
Government Regulations, tax laws, statues and other incidental factors.
DIRECTORS
There is no change in composition of Board during the year under
review.
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Chandresh N. Shah is liable to retire and eligible, offers himself for
re-appointments in the forthcoming Annual General Meeting.
Except Mr. Chandresh N. Shah, no other Directors of the Company are
interested in his re- appointment.
Further, non of the Directors of the Company are disqualified under
section 274(1 )g of the Companies Act 1956.
AUDITORS
Auditors M/s. Manabendra Bhattacharyya & Co., Chartered Accountants,
Kolkata holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors under
section 224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the Public during the
year under review.
CORPORATE GOVERNANCE
Your Company follows the principles of the effective corporate
governance practices. The Clause 49 of Listing Agreement deals with the
Corporate Governance requirements which every publicly listed Company
has taken steps to comply with the requirements of the revised Clause
49 of the Listing Agreement with the Stock Exchange.
A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the Company''s Auditors on
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is included in the Annual Report.
INFORMATION TECHNOLOGY
The Company aims to maintain a scalable computing infrastructure that
delivers efficient and seamless services across multiple channels for
customer convenience. In order to retain competitive edge, technology
infrastructure has been implemented wherever necessary, in alignment
with business requirements.
COMPLIANCE
The Compliance function of the Company is responsible for independently
ensuring that operating and business units comply with regulatory and
internal guidelines. The Compliance
Department of the Company is continued to play a pivotal role in
ensuring implementation of compliance functions in accordance with the
directives issued by regulators, the Company''s Board of Directors and
the Company''s Compliance Policy. The Audit Committee of the Board
reviews the performance of the Compliance Department and the status of
compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/guidelines issued by the regulatory authorities were
disseminated across the Company to ensure that the business and
functional units operate within the boundaries set by regulators and
that compliance risks are suitably monitored and mitigated in course of
their activities and processes. New products and process launched
during the year were subjected to scrutiny from the Compliance
Standpoint and proposals of financial services were screened from risk
control prospective.
HUMAN RESOURCES
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. Various HR initiatives
are taken to align the HR policies to the growing requirements of the
business.
The Company has a structured induction process and management
development programmes to upgrade skills of managers. Objective
appraisal systems are in place for senior management system.
STATUTORY INFORMATION
The Company being basically in the media sector, requirement, regarding
and disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial through out the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
Particulars under section 217 (1) (e) of the Companies Act, 1956
The Company is engaged in the business of media products hence the
information regarding conservation of energy, Technology Absorption,
Adoption and innovation, the information required under section 217( 1
)(e) of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules 1988, is
reported to be Nil.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the Annuals Accounts, for the year ended 31st
March 2011, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 and of the profit of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company''s employees for their performance and continued support. The
Directors would also like to thank all the Shareholders, Consultants,
Customers, Vendors, Bankers, Service Providers, and Governmental and
Statutory Authorities for their continued support.
Kolkata, June 30, 2011 By order of the Board
For Prime Capital Market Limited
Registered Office :
18A, B.J.B. Nagar, Sushil Kumar Purohit
Bhubaneshwar-751014, Orissa Chairman & Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the Sixteenth Annual Report
of your Company together with the Audited Statements of Accounts for
the financial year ended March 31, 2010.
(Rs. in Lacs)
Financial Results Year Ended Year Ended
31.03.2010 31.03.2009
Income 51.54 8.29
Profit before Tax & Extraordinary Items 42.19 2.52
Less : Provision for Taxation 6.37 0.72
Profit after Tax 35.82 1.80
Less : Extra Ordinary Items 0.01 0.00
Profit available for appropriation 35.81 1.80
Add : Profit Carried Forward from
Previous Year 119.74 117.94
Appropriated as under :
Proposed Dividend 50.00 0.00
Corporate Tax on above Dividend 8.50 0.00
Transfer to General Reserve 7.16 0.00
Balance carried forward to Next Year 89.89 119.74
OPERATIONAL REVIEW
During the year under review, your Company has made a turnaround in its
performance. The PBT of the Company stood at Rs. 42.19 Lacs which is
highest since inception. The Company has worked hard to regain its past
glory and is satisfied with the kind of performance given in the year
under review. Systematic investment plan has boosted the profit of
Company including tax free income i.e. Dividend to the tune of Rs.
10.57 Lacs.
DIVIDEND
Your Directors are pleased to recommend the payment of Dividend for the
year ended 31st March 2010 at 50 Paise (Fifty Paise) per share (5
percent) on face value of Rs. 10/- each, subject to approval of
Members at the ensuring Annual General Meeting.
INDUSTRY STRUCTURE AND DEVELOPMENT
The Indian Capital Market which had witnessed a bull phase between FY
2004-05 to FY 2007-08 and experienced severe setback during FY 2008-09,
triggered by the global financial market meltdown and worsened by the
rising inflationary pressures in the domestic economy. The dislocation
in the financial and capital market seriously impacted the financial
performance of the Capital Market entrepreneurs. With the margin
getting adversely impacted and the turnover declining with falling
stock prices, the profitability of industry severely impacted and they
were faced with the challenge of protecting their capital from erosion
in the adverse capital market movement.
The FY 2009-10 however saw a turnaround in the fortunes of the Capital
Market in India. On the back of easing global concerns, stable
government at the centre and improving market sentiments, the industry
turnover registered a strong performance making a huge improvement over
the position in FY 2008-09.
Going forward, there is a need of exercise of caution at the market
volatility, both in terms of stock prices and trading turnover, is
expected to continue and the pressure on profitability is likely to
persist.
SEBI has taken several measures to improve the integrity of the
secondary market. Legislative and regulatory changes have facilitated
the Industry to improve their performances. Change in Disclosure a
norm, changes in guidelines have improved the sentiments over investors
and is really a reason to cheer. Although it is not enough and
Corporate Governance norms is still to be strengthened. It is also
necessary to enhance investors'' confidence in the Securities Market.
OPPORTUNITIES & THREATS
The company is engaged in the business of investment and trading in
shares. This is a highly fragmented industry with share trading
business being concentrated with stock broking companies.
OPPORTUNITIES
The overall economic scenario continues to be subdued in the short term
perspective and as such, till the overall economy gets an upward
momentum, the credit off-take and pressure on yield would remain.
However, the Budget of 2009-10 has provided various stimuli for
industrial growth in the country, particularly in the Infrastructure
sector. Various measures announced are expected to provide positive
impact on industries like Oil & Gas, Power, Construction, Textiles,
Automobiles, Petrochemicals, Household Appliances and the like. A
reduction in the Securities Transaction Tax could give a boost to the
trading activity.
THREATS
A prolonged bear phase in the stock markets is the main threat for the
company. A bull market provides opportunities to earn profits from
investment and trading activity. Other threats are like poor monsoon
could trigger increase in consumer price inflation, which would dampen
growth. Other threats are like change in Regulatory and taxation norms,
changes in global scenario, fall in the price of rupee etc.
PERFORMANCE & CURRENT YEAR PROSPECTS
The Company has earned an income of Rs. 51.54 Lacs during the year via
Short term Investments in Capital Market. The Company is doing
investments based on its own studies by help of some of expertise in
Capital Market as well as data available on different web sites.
Beside above business activities, your Company is one of Non Banking
Finance
Company (NBFC). During the entire year, there were almost no business
due to sluggish market as well as rise and fall in Dollar verses Rupee
as well as non- predictable low demand in money market. Due to
uncertainty, the Company has decided to stay away from Finance & Money
market and hence the Company was only able to earn from investing
activities during the year under review.
Now the Money market has started to be stable as well as rise of demand
in money market, thus the Company is hopeful of doing well in future
and hopes that both business and profit will shoot up and hence will be
able to deliver more to its investors in coming years.
BUSINESS SEGMENT
Your Company offers its services to customers through industry
practices in the services of NBFC activities. Beside this your Company
uses to invest its surplus fund in investing activities like investment
in Equity Shares or in Capital Market or Mutual Fund.
RISK & CONCERNS
The risks that the Company faces are the ones that face the industry
today and these have been mentioned periodically. These risks includes
implementation or change in current taxation structure including STT,
rise in inflations, which can affect the no. of participants in
securities market and thus can dry the liquidity in market, fall in
rupee rate, slow down of economy including economy in world market,
slow down in money inflow by FFI, any adverse news about those
securities where company has invested its money, fall in the
profitability of companies where Prime has invested etc.
In term of NBFC activities, the Company has paid Loans to HNIs and
Corporate entities and is trying to recover that money which is long
outstanding. Company is trying hard to recover that money and looking
for various aspects in order to bring back its fund in the Company''s
kitty.
OVERVIEW
The Company is planning to counter its challenges through focused
marketing, tight control on liquidity and margins, cost effective
sourcing of services, improved quality and timely services as well as
to take timely decision to avoid risk of bad debts or risk of loss due
to change in rate of foreign currency.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
PRIME has developed adequate Internal Control Systems in place to
ensure a smooth functioning of its business. The Control System
provides a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against
misuse or loss of Company''s assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES
Prime''s biggest assets are their employees. We are continuously working
on innovative initiatives to attract, train, retain and motivate our
employees. Our endeavors are driven by a strong set of values imbibed
in us and policies that we abide by. Our constant goal, and indeed our
biggest strength, is a healthy, happy and prosperous work environment
for all our employees. Currently staff strength of the Company is 4
Employees including senior & junior category staff.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the
Company''s objectives, projections, estimates, expectations may be
forward looking statements. Actual results may differ materially from
those expressed or implied. Important factors that could make a
difference to the Company''s performance include economic conditions
affecting demand / supply and price conditions in the domestic and
overseas markets in which the Company operates, changes in the
Government Regulations, tax laws, statues and other incidental factors.
FIXED DEPOSITS
The Company has not taken any fixed deposits from public during the
year.
DIRECTORS
During the year, Mr. Pravin Jain has resigned from the Board and in his
place Mr. Chandresh N. Shah has been appointed as an Additional
(Independent) Director of the Company.
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Dhruva Narayan Jha is liable to retire and eligible, offers himself for
re-appointments in the forthcoming Annual General Meeting.
Except Mr. Dhruva Narayan Jha, no other Directors of the Company are
interested in his re-appointment.
Further, non of the Directors of the Company are disqualified under
section 274(1)g of the Companies Act 1956.
AUDITORS
Auditors M/s. Manabendra Bhattacharyya & Co., Chartered Accountants,
Kolkata holds the office until the conclusion of ensuing Annual General
Meeting. Your Company has received certificate from the Auditors under
section 224(1 B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration.
COMMENTS ON AUDITOR''S REPORT:
The notes referred to in the Auditor''s Report are self explanatory and
as such they do not call for any further explanation as required under
section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the Public during the
year under review.
CORPORATE GOVERNANCE
Your Company follows the principles of the effective corporate
governance practices. The Clause 49 of Listing Agreement deals with
the Corporate Governance requirements which every publicly listed
Company has taken steps to comply with the requirements of the revised
Clause 49 of the Listing Agreement with the Stock Exchange.
A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the Company''s Auditors on
Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is included in the Annual Report.
HUMAN RESOURCES
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. Various HR initiatives
are taken to align the HR policies to the growing requirements of the
business.
The Company has a structured induction process and management
development programmes to upgrade skills of managers. Objective
appraisal systems are in place for senior management system.
STATUTORY INFORMATION
The Company being basically in the media sector, requirement, regarding
and disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.
PARTICULARS OF EMPLOYEES
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations have
been cordial through out the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956
The Company is engaged in the business of media products hence the
information regarding conservation of energy, Technology Absorption,
Adoption and innovation, the information required under section 21 7( 1
)(e) of the Companies Act, 1956 read with the Companies (Disclosure of
particulars in the Report of Board of Directors) Rules 1988, is
reported to be Nil.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the Annuals Accounts, for the year ended 31st
March 2010, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 and of the profit of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
APPRECIATION
The Board of Directors wishes to convey their appreciation to all the
Company''s employees for their performance and continued support. The
Directors would also like to thank all the Shareholders, Consultants,
Customers, Vendors, Bankers, Service Providers, and Governmental and
Statutory Authorities for their continued support.
Kolkata, May 31, 2010 By order of the Board
For Prime Capital Market Limited
Registered Office :
18A, B.J.B. Nagar, Sushil Kumar Purohit
Bhubaneshwar -751014, Orissa Chairman & Managing Director
Mar 31, 2009
The Directors have pleasure in presenting the Fifteenth Annual Report
of your Company together with the Audited Statements of Accounts for
the financial year ended March 31, 2009.
(Rs. in Lacs)
Year Ended Year Ended
Financial Results 31.03.2009 31.03.2008
Income 8.29 4.55
Profit before Tax & Extraordinary Items 2.52 0.88
Less : Provision for Taxation 0.72 0.30
Profit after Tax 1.80 0.58
Add : Profit b/f from previous year 117.94 117.36
Balance c/f to next year 119.74 117.95
Dividend
Due to Low profit and in order to conserve resources, your Directors do
not recommend for the year under review.
Economic Scenario and Outlook
The year 2008 was unparalleled, with the unfolding of an unprecedented
financial crisis on Wall Street, Falling property prices, coupled with
massive leveraging, sparked off the sub-prime crisis in the housing
mortgage sector in the US. Due to tight integration of the financial
markets across the world, this contagion has spread to the global
banking sector. Finally, this has traversed from the financial to the
real estate sector, and has participated into a global economic
slowdown.
The growth prospects of emerging economics such as India have most
definitively been undermined by the ongoing crisis and the resilience
of the Indian economy is being tested like never before. There is
evidence of the slowdown in the economy with moderation of real GDP
growth in the 1st half of 2008-09. The softening demand has dented
corporate margins, while the uncertainty surrounding the crisis has
affected business confidence.
The Central Government of India and the Reserve Bank of India have
announced fiscal and monetary measures to revive growth. The Government
is seeking to boost through various stimulus packages by way of
enhanced expenditure on infrastructure and through tax reductions.
However, business confidence and economy may take a while to rebound
due to the traditional lag effect associated with stimulus packages.
Performance & Current Year Prospects
Your Company is one of Non Banking Finance Company (NBFC). During the
entire year, there were almost no business due to sluggish market as
well as rise and fall in Dollar verses Rupee as well as non-predictable
low demand in money market. Due to uncertainty, the Company has decided
to stay away from Finance & Money market and hence the Company was only
able to be a profitable entity during the year under review.
Now the Money market has started to be stable as well as rise in demand
in money market, thus the Company is hopeful of doing well in coming
days and hope that both business and profit will shoot up and hence
will be able to deliver more to its investors.
Business Segment
Your Company offers its services to customers through industry
practices in the services of NBFC activities. Beside this your Company
uses to invest its surplus fund in investing activities like investment
in Equity Shares or in Capital Market or Mutual Fund.
Risk & Concerns
The risks that the Company faces are the ones that face the industry
today and these have mentioned periodically. These risks includes sharp
and un-predicted fall or rise in interest rates, lack of demand in
money market, risk of bad debts due to change in exchange rates of
Dollar versus Rupees. Others risks are client concentration risk,
competitive risk and financial risk etc.
Overview
The Company is planning to counter its challenges through focused
marketing, tight control on liquidity and margins, cost effective
sourcing of services, improved quality and timely services as well as
to take timely decision to avoid risk of bad debts or risk of loss due
to change in rate of foreign currency.
Internal Control Systems and Adequacy
JMD has developed adequate Internal Control Systems in place to ensure
a smooth functioning of its business. The Control System provides a
reasonable assurance of recording the transactions of its operations in
all material aspects and of providing protection against misuse or loss
of Company''s assets.
The ICS and their adequacy are frequently reviewed and improved and are
documented. Material Development in Human Resources
Prime''s biggest assets are their employees. We are continuously
working on innovative initiatives to attract, train, retain and
motivate our employees. Our endeavors are driven by a strong set of
values imbibed in us and policies that we abide by. Our constant goal,
and indeed our biggest strength, is a healthy, happy and prosperous
work environment for all our employees. Currently staff strength of the
Company is 4 Employees including senior & junior category staff.
Directors
During the year Mr. Joharpal Singh has resigned from Directorship on
16th May 2008 and Mr. Pravin Kumar Jain has appointed as Additional
Director of the Company on 22nd May 2008.
In accordance with the requirements of the Companies Act, 1956 and as
per the provisions of Articles of Association of the Company, Mr.
Dhruva Narayan Jha is liable to retire and eligible, offers himself for
re-appointments in the forthcoming Annual General Meeting.
Except Mr. Dhruva Narayan Jha, no other Directors of the Company are
interested in his re- appointment.
Further, non of the Directors of the Company are disqualified under
section 274(1)g of the Companies Act 1956.
Auditors
Auditors M/s. Saral Kumar Ganguly, Chartered Accountants, Kolkata holds
the office until the conclusion of ensuing Annual General Meeting. Your
Company has received certificate from the Auditors under section
224(1B) of the Companies Act, 1956 to the effect that their
reappointment if made, will be within the limit prescribed.
The shareholders are requested to appoint the Auditors and fix their
remuneration.
Comments On Auditor''s Report:
The notes referred to in the Auditor''s Report are self explanatory
and as such they do not call for any further explanation as required
under section 217(3) of the Companies Act, 1956.
Public Deposits
Your Company has not accepted any deposits from the Public during the
year under review. Corporate Governance
Your Company follows the principles of the effective corporate
governance practices. The Clause 49 of Listing Agreement deals with the
Corporate Governance requirements which every publicly listed Company
has taken steps to comply with the requirements of the revised Clause
49 of the Listing Agreement with the Stock Exchange.
A separate section on Corporate Governance forming part of the
Directors'' Report and the certificate from the Company''s Auditors
on Corporate Governance as stipulated in Clause 49 of the Listing
Agreement is included in the Annual Report.
Human Resources
The Company takes pride in the commitment, competence and dedication
shown by its employees in all areas of business. Various HR initiatives
are taken to align the HR policies to the growing requirements of the
business.
The Company has a structured induction process and management
development programmes to upgrade skills of managers. Objective
appraisal systems are in place for senior management system.
Statutory Information
The Company being basically in the media sector, requirement, regarding
and disclosures of Particulars of conservation of energy and technology
absorption prescribed by the rule is not applicable to us.
Particulars of Employees
People are the backbone of our operations. It is a matter of great
satisfaction for our Company that our employees have been very
supportive of the Company''s plan. By far the employee''s relations
have been cordial throughout the year.
The information as required by provisions of section 217(2A) of the
Companies Act, 1956 read with the companies (Particular of employees)
amendments rules, 1988 is reported to be NIL.
Particulars under section 217 (1) (e) of the Companies Act, 1956
The Company is engaged in the business of media products hence the
information regarding conservation of energy, Technology Absorption,
Adoption and innovation, the information required under section
217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules
1988, is reported to be Nil.
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
1. In the preparation of the Annuals Accounts, for the year ended 31st
March 2009, all the applicable accounting standards prescribed by the
Institute of Chartered Accountants of India have been followed;
2. The Directors had adopted 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 and of the profit of the
Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The Directors had prepared the annual accounts on a going concern
basis.
Appreciation
The Board of Directors wishes to convey their appreciation to all the
Company''s employees for their performance and continued support. The
Directors would also like to thank all the Shareholders, Consultants,
Customers, Vendors, Bankers, Service Providers, and Governmental and
Statutory Authorities for their continued support.
Kolkata, June 30, 2009 By order of the Board
For Prime Capital Market Limited
Registered Office :
18A, B.J.B. Nagar, Sushil Kumar Purohit
Bhubaneshwar-751014, Orissa Chairman & Managing Director
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