Dear Members,
Your Directors have pleasure in presenting before you their 40th Annual
Report together with the Audited Financial Statements of the Company for the financial
year ended 31st March, 2024.
FINANCIAL SUMMARY/HIGHLIGHTS
The financial summary of the Company for the year under review, based on the standalone
financial statements of the company, is given below for your consideration:-
PARTICULARS |
2023-24 |
2022-23 |
|
(Amount in Rs Lakhs) |
(Amount in Rs Lakhs) |
Gross Income |
6,53,004.13 |
6,92,169.31 |
Profit Before Interest and Depreciation |
3,917.82 |
3,733.07 |
Interest |
132.08 |
65.32 |
Profit after Interest before Depreciation |
3,785.74 |
3,667.75 |
Provision for Depreciation |
271.97 |
171.87 |
Exceptional Items |
0 |
0 |
Net Profit Before Tax |
3,513.77 |
3,495.88 |
Provision for Tax |
873.86 |
934.92 |
Deferred Tax |
27.43 |
(37.44) |
Net Profit After Tax |
2,612.48 |
2,598.40 |
Other Comprehensive Income/(Loss) (net of tax) |
(20.86) |
(17.76) |
Total Comprehensive Income (net of tax) |
2,591.62 |
2,580.64 |
Transferred to Reserves and Surplus |
2,591.62 |
2,580.64 |
Reserves and Surplus |
47,317.99 |
44,931.97 |
Proposed Dividend on Equity Shares |
Nil |
Nil |
For further details, kindly refer to the Financial Statements and Management Discussion
& Analysis Report annexed as Annexure D-3, which forms part of this report.
STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE
YEAR/HIGHLIGHTS/OPERATIONS IN TERMS OF SECTION 134 (3)(i) OF THE COMPANIES ACT, 2013 READ
WITH RULE 8(5)(I) OF THE COMPANIES (ACCOUNTS) RULES, 2014
The Company operates principally in three business verticals Foreign Exchange, Tours
& Travels and International Money Transfer. During the year under review, Gross
revenue from Foreign Exchange Services stood at Rs. 6471.08 Crores, Service Charges on
Foreign Exchange Services stood at Rs. 6.54 crores. In Tours & Travel Segment,
Turnover from Hotel Bookings & Packages stood at Rs. 3.36 crores and Revenue from
other activities in the said segment stood at Rs. 1.93 crores. Gross revenue from
International Money Transfer stood at Rs. 28.35 Lakhs. Other operating revenues stood at
Rs 18.65 Crores. The Profit before tax stood at Rs. 35.14 Crores and Profit after tax
stood at Rs. 26.12 crores after adjusting for deferred Tax. For further details, kindly
refer to the Financial Statements, Management Discussion & Analysis Report annexed as
Annexure D-3. ANNUAL RETURN
In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter to be referred
to as Act) the Annual Return as referred to in sub section (3) of Section 92 is available
on the weblink
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2024/07/PML-MGT-7-website-1.pdf
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The information in terms of Section 134(3)(b) of the Act is given below:-
During the Financial year 2023-24, 6 (Six) Board Meetings were held and 1 (One)
Independent Directors meeting was held on 13-02-2024. The dates on which the Board
Meetings were held are 11/04/2023, 23/05/2023, 11/08/2023, 09/11/2023, 20/12/2023 and
13/02/2024. Further details as required under Part C of Schedule V to the Securities &
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 are given in the Corporate Governance Report, which is annexed as Annexure D-9,
forming part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to Section 134 (3) (c) read over with Section 134 (5) of the Companies Act,
2013, your Directors confirm that:-
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
FRAUDS REPORTED BY AUDITORS
In terms of Section 134 (3)(ca) of the Act, there are no frauds reported by auditors
under sub-section (12) of Section 143. Further, there are no frauds reported by auditors
to the Central Government.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB SECTION 6 OF SECTION
149 OF THE COMPANIES ACT, 2013
It is hereby stated in terms of Section 134 (3)(d) of the Act, that all Independent
Directors of the Company have given declarations that they meet the criteria of
Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with
Regulation 16(1)(b) and 25(8) of Listing Regulations. They have also given a declaration
that their respective names have already been included in the data bank maintained by the
Indian Institute of Corporate Affairs at Manesar and as such they are in compliance of
sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies
Act, 2013, the policy on appointment of Board Members including criteria for determining
qualifications, positive attributes, independence of a Director and the policy on
remuneration of Directors, KMPs and other employees is attached as Annexure D-1 as
Nomination and Remuneration Policy, which forms part of this report.
EXPLANATIONS OR COMMENTS BY THE BOARD IN TERMS OF SECTION 134(3)(f) ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:- (i) by the Auditor in
his report:-
M/s RAJIV GOEL & ASSOCIATES (Firm Regn. No. 011106N), Chartered Accountants,
Chandigarh, were appointed as Statutory Auditors of the Company at the 36th
Annual General Meeting held on 29th September, 2020 for a term of five
consecutive years. The Auditors' Report being self-explanatory, requires no comments from
the Directors.
Further, there are no reservations, qualifications, disclaimers, adverse remarks or
Modified opinion in the Audit Reports issued by them in respect of Standalone as well as
Consolidated Financial Statements of the Company for the Financial Year 2023-24.
(ii) by the Company Secretary in practice in his Secretarial Audit Report:-
Mr. Anil Singh Negi, a Company Secretary in practice having CP no. 17213 and Membership
no. 46547 was appointed by the Board of Directors as Secretarial Auditor of the Company
for the financial year under review pursuant to Section 204 of the Companies Act, 2013.
The Secretarial Audit Report submitted by him in the prescribed form MR-3 is annexed as Annexure
D-2 and forms part of this report. There are no qualifications, reservations, adverse
remarks or disclaimer by the Secretarial Auditor in the Report issued by him for the
financial year 2023-24 which call for any explanation from the Board of Directors.
Further, there is one material unlisted subsidiary of the Company M/s Paul Merchants
Finance (Pvt) Limited during the Financial Year under review. As such, Secretarial Audit
Report of the said material unlisted subsidiary has also been annexed to this Report as Annexure
D-2A as required under Regulation 24A of Listing Regulations. There are no
qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditor in
the Report issued by him for the financial year 2023-24 which call for any explanation
from the Board of Directors.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Pursuant to Section 134(3)(g) of the Act, particulars of Loans, Guarantees, Securities
and Investments under Section 186 of the Act made during the Financial Year 2023-24 are
attached as Annexure D-4 which forms part of this report. Further reference in this
regard can be made to Note 2, 6, 9, 10, 37, 38 and 41 to the Standalone Financial
Statements for further details.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF
THE COMPANIES ACT, 2013
With reference to Section 134(3)(h) of the Act read over with Rule 8(2) of the
Companies (Accounts) Rules, 2014, all contracts and arrangements with related parties
under Section 188(1) of the Act, entered by the Company during the financial year were on
an arm's length basis and in the ordinary course of business. In the opinion of the Board,
these transactions were justified to be executed because all the transactions had been
entered into in the ordinary course of business of the Company in the furtherance of the
business objectives. All the said transactions were done with prior approval of the Audit
Committee and the Board as required under the relevant Statutes. The transactions entered
into pursuant to the omnibus approval of the Audit Committee were also placed every
quarter before the Audit Committee for its review. All the said transactions do not
attract the provisions of Section 188 of the Companies Act, 2013 and as such, though not
required under the said Section, the details of these transactions have been given in Form
AOC-2 on voluntary basis, annexed as Annexure D-5, which forms part of this report.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has also duly filed
the reports on related party transactions with the Stock Exchange BSE Ltd. within the
dates prescribed under the said Regulation. During the year under review, the Company had
not entered into any contract or arrangement with related parties which could be
considered material' according to the policy of the Company on Materiality of
Related Party Transactions. Your attention is also drawn to the Related Party disclosures
set out in Note no. 41 of the standalone Financial Statements for further details, forming
part of this Annual Report. Details of transaction(s) of your Company with entity(ies)
belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the
Company as required under para A of Schedule V of the Listing Regulations are NIL, as
there is no such entity. Further, the details of transactions with persons belonging to
the promoter/promoter group who hold(s) more than 10% shareholding in the Company, have
been included in form AOC-2, annexed as Annexure D-5 to this Report. The policy on
materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company's website at
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2024/08/Related-Party-Transaction-Policy-23-05-2023.pdf
TRANSFER TO RESERVES:-
Entire amount of Net Profit of Rs. 2612.48 Lakhs and Other Comprehensive loss of Rs.
20.86 Lakhs for the year has been transferred to the Reserves under the head "Other
Equity" in the Balance Sheet. No amount has been transferred or proposed to be
transferred to any other reserves.
DIVIDEND:-
Your Directors have decided to reinvest the earnings in the growth of business and for
this reason, have decided to not to recommend any amount for declaration of Dividend for
the year under review. Hence, information required in terms of Section 134(3)(k) of the
Act is Nil. The provisions regarding formulation of Dividend Distribution Policy were not
applicable to the company during the FY 2023-24.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments, affecting the financial position of the
Company happening between the end of the Financial Year 2023-24, to which the
Financial Statements relate and date of this Report. Hence, information as required in
terms of Section 134(3)(l) of the Act is Nil.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The requisite information in terms of Section 134(3)(m) of the Act read over with Rule
8(3) of Companies (Accounts) Rules, 2014 has been given as per Annexure D-6,
annexed to this Report.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY IN
TERMS OF SECTION 134(3)(n) OF THE ACT
The Company has in place a risk management policy for the company including
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company and also the comprehensive risk assessment and
minimization procedures, which are reviewed by the Board periodically as per the Risk
Management Policy of the Company, framed in terms of the Companies Act, 2013 and
Regulation 17(9)(b) of the Listing Regulations. The Board oversees the preparation of Risk
Management Policy, reviews and monitors the same on regular basis and ensures to identify
and review critical risks on regular basis, to update the Risk management policy on
regular basis, to review key changes in critical risks and to issue instructions on the
same to the Management and the Risk Management Committee on an ongoing basis and such
other functions as it deems fit. The Company has formulated Risk Management Policy which
provides an overview of the principles of risk management, explains the approach adopted
by the Company for risk management, defines the organizational structure for effective
risk management, develops a "risk" culture that encourages all employees to
identify risks and associated opportunities and to respond to them with effective actions,
identify, assess, manage and mitigate existing and new risks including the elements of
risk that may threaten the existence of the Company, in a planned and coordinated manner
with minimum disruption and cost, to protect and preserve Company's human, physical and
financial assets. Though not covered under Regulation 21(5) of Listing Regulations, the
Company has a voluntarily constituted Risk Management Committee, comprising Members of the
Board and Senior Management Team of the Company as its members. This Committee monitors
and reviews the risk management plan apart from performing other functions as specified by
the Board of Directors. The risks faced by the Company and their minimization procedures
are assessed categorically under the broad heads of High, Medium and Low risks. Further,
the Company identifies risks and control systems are instituted to ensure that the risks
in each business process are minimized/mitigated. The Board provides oversight and reviews
the Risk Management Policy periodically.
THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION 134(3)(o) OF
THE ACT:-
The details about the policy developed and implemented by the Company on Corporate
Social Responsibility initiatives taken during the year under review in the form of CSR
Policy is available on the website of the Company at
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/07/CSR-Policy.pdf.
During the year 2023-24, the Company has undertaken various Corporate Social
Responsibility initiatives in accordance with the CSR Policy of the Company and Schedule
VII to the Companies Act, 2013. The Annual Report on CSR activities undertaken by the
Company during the year under review is furnished in Annexure D-7, which forms part
of this report. Further, in terms of Section 135 of the Companies Act, 2013, the Company
has a duly constituted CSR Committee of the Board and the said Committee had following
composition as on March 31, 2024:-
1 Sh. Sat Paul Bansal |
Non-Executive Non Independent Director, Chairman |
2 Sh. Rajneesh Bansal |
Managing Director, Member |
3 Sh. Vigyan Arora |
Non-Executive Independent Director, Member |
4 Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
The CSR Committee had following composition w.e.f. April 1, 2024:-
1 Sh. Sat Paul Bansal |
Non-Executive Non Independent Director, Chairman |
2 Sh. Rajneesh Bansal |
Managing Director, Member |
3 Sh. Bhupinder Singh |
Non-Executive Independent Director, Member |
4 Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
Other details of the CSR Committee and CSR Policy is furnished in the Report on
Corporate Governance, which is annexed as Annexure D-9 to this report.
A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE
OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN MADE IN TERMS OF SECTION
134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014:-
Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board, in consultation with its Nomination & Remuneration Committee,
has put in place a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of Directors of the Company, its Committees and Individual
Directors, including Independent Directors. Accordingly, following is the criteria for
evaluation:-
a. Criteria for evaluation of the Board of Directors as a whole:
(i) The Frequency of Meetings
(ii) Quantum of Agenda
(iii) Administration of Meetings
(iv) Flow and quantity of Information from the Management to the Board
(v) Number of Committees and their role.
(vi) Overall performance of the Company
b. Criteria for evaluation of the Board Committees:
(i) The Frequency of Meetings
(ii) Quantum of Agenda
(iii) Administration of Meetings
(iv) Flow and quantity of Information from the Management to the Committee
(v) Role of Committees.
(vi) Contribution to the decision making process of the Board.
c. Criteria for evaluation of the Individual Directors including Independent
Directors;
(i) Experience and ability to contribute to the decision making process
(ii) Problem solving approach and guidance to the Management
(iii) Attendance and Participation in the Meetings
(iv) Personal competencies as per Chart given in the Nomination and Remuneration Policy
and contribution to strategy formulation
(v) Contribution towards statutory compliances, monitoring of controls and Corporate
Governance
(vi) The evaluation of independent directors shall be done by the entire board of
directors which shall include:-
(a) Performance of the directors; and
(b) fulfillment of the independence criteria as specified in the Companies Act, 2013
and Listing Regulations and their independence from the management: Provided that in the
above evaluation, the directors who are subject to evaluation shall not participate The
performance evaluation of all the Independent Directors shall be done by the entire Board
and while doing so, the Director subject to evaluation shall not participate. On the basis
of performance evaluation done by the Board, it will be determined whether to extend or
continue their term of appointment, whenever their respective term expires. Accordingly,
for the FY 2023-24, the annual performance evaluation of the entire Board of the Company,
its Committees and Individual Directors, including Independent Directors has been carried
by the Board in its Meeting held on 16-05-2024 in terms of the provisions of Section 134
(3) (p) of the Companies Act, 2013 read over with Rule 8(4) of Companies
(Accounts) Rules, 2014 and also in terms of Regulation 17(10) of the Listing
Regulations as per above criteria and the Board expresses its satisfaction over the
performance of the Board of Directors of the Company, its Committees and Individual
Directors, including Independent Directors. The performance evaluation of all the
Independent Directors have been done by the entire Board and while doing so, the Director
subject to evaluation had not participated. On the basis of performance evaluation done by
the Board, it has been determined whether to extend or continue the term of appointment of
concerned directors, whose term was due to expire during the year under review. The
Independent Directors had met separately on 13-02-2024 without the presence of
Non-Independent Directors and the members of management, except the Company Secretary of
the Company who was present in the meeting for the purpose of coordination. In the said
Meeting, the Independent Directors discussed, inter-alia, the performance of
non-Independent Directors and Board as a whole and the performance of the Chairman of the
Company after taking into consideration the views of Executive and Non-Executive
Directors. The Nomination and Remuneration Committee has also carried out evaluation of
every Directors performance, performance of the entire Board of the Company as a whole
and all its Committees in its meeting held on 24-04-2024 as per above mentioned criteria.
The Board of Directors express their satisfaction over the evaluation process.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND THEIR
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR UNDER
REVIEW
The information in terms of Rule 8 (1) of Companies (Accounts) Rules is given below:-
The Company has three Wholly Owned Subsidiaries namely:- a. Paul Merchants Finance Private
Ltd., which is engaged in the business of Gold Loans, Business/personal loans,
distribution of Insurance products and PPI Instruments. b. PML Realtors Private Ltd.,
which is engaged in buying and selling of Real Estate Properties. c. Paul Infotech Private
Limited, which has been incorporated during the FY 2023-24 as a Wholly Owned Subsidiary of
Paul Merchants Limited (PML). PML has contributed a sum of Rs. 25,00,000/- towards Equity
capital in this Company. This Company has not undertaken any commercial operations in the
FY 2023-24. During the FY 2023-24, the Wholly Owned Subsidiary Company Paul Merchants
Finance (P) Ltd. achieved gross revenue of Rs. 167.29 crores as against previous year
figures of Rs. 110.98 crores registering a growth of 50.74% over previous year. Further,
the said
Subsidiary Company achieved a Net profit after Tax of Rs.30.53 crores as against the
previous year figures of Rs. 18.94 crores. During the FY 2023-24, the Wholly Owned
Subsidiary Company PML Realtors (P) Ltd., achieved gross revenue of Rs. 62.42 Lakhs as
against previous year gross revenue of Rs 1.43 crores. Further, the said Subsidiary
Company achieved Net Profit after Tax of Rs. 29,72,096.87 as against previous year figures
of Rs. 46,44,825.40 registering a decline in profit of 36.01% over previous year. The
Wholly Owned Subsidiary Company Paul Infotech Private Limited has not undertaken any
commercial operations in the FY 2023-24. The expenses incurred to set up the company was
Rs.40,282/-. On a consolidated basis, the revenue from operations for FY 2023-24 was Rs.
6666.58 crore registering decline of 4.91% over the previous year's revenue of Rs. 7011.00
crore. The consolidated profit after tax (PAT) attributable to shareholders and
non-controlling interests for FY 2023-24 was Rs. 54.63 Crore as against the previous year
figures of Rs. 44.01 Crore, registering a growth of 24.12 %. The contribution by each
Subsidiary to the overall performance of the company during the period under report is
detailed below:-
Name of the Company |
Share in profit or loss for the year ending 31st March
2024 |
Share in profit or loss for the year ending 31st March
2023 |
|
As %age of consolidated profit or loss |
Amount (Rs in lakhs) |
As %age of consolidated profit or loss |
Amount (Rs in lakhs) |
Paul Merchants Limited |
45.87% |
2612.48 |
57.22% |
2598.4 |
|
Subsidiary Companies:- |
|
|
|
Paul Merchants Finance Private Limited |
53.61% |
3053.40 |
41.72% |
1894.45 |
PML Realtors Private Limited |
0.52% |
29.72 |
1.02% |
46.45 |
Paul Infotech Private Limited |
-0.01% |
-0.40 |
N/a |
N/a |
Joint Venture (Investment as per Equity Method):- |
|
|
|
|
Paul Innovations LLP |
Nil |
Nil |
0.03% |
1.44 |
TOTAL |
|
5695.20 |
|
4540.74 |
Adjustments arising out of consolidation |
Nil |
-232.63 |
Nil |
-139.58 |
TOTAL |
|
5462.57 |
|
4401.17 |
Report on the performance and financial position of the Subsidiary Companies and Joint
Venture Company in the specified format AOC-1 is annexed to the Directors' Report as
Annexure D-12.
CHANGE IN THE NATURE OF COMPANY'S BUSINESS, IF ANY
There is no change in the nature of Company's business, during the year under review.
Hence, information required in terms of Rule 8(5)(ii) of the Companies (Accounts) Rules,
2014 is nil.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED
DURING THE YEAR UNDER REVIEW, IN TERMS OF RULE 8(5)(iii) OF THE COMPANIES (ACCOUNTS)
RULES, 2014 DIRECTORS
Sh. Ritesh Vaid (DIN 09433856), who was liable to retire by rotation, was re-appointed
as Director by the Shareholders in their Annual General Meeting held on 29.09.2023. The
term of Mr. Ajay Arora (DIN 00314161), Independent Director of the Company came to an end
w.e.f. 31.03.2024. The term of Mr. Vigyan Prakash Arora (DIN 00806647), Independent
Director of the Company came to an end w.e.f. 31.03.2024. The term of Mr. Dilbag Singh
Sidhu (DIN 05210193), Independent Director of the Company came to an end w.e.f.
31.03.2024. Mr. Jeewan Lal Negi (DIN 09166359) resigned from his position of Independent
Director of the Company w.e.f. 27.12.2023 and his resignation had been accepted and taken
on record by the Board in its meeting held on 13.02.2024. Same was duly intimated to BSE
and RBI. On the recommendation of the Nomination and Remuneration Committee of the
Company, the Board of Directors of the Company had appointed Sh. Anoop Kumar Sharma (DIN:
02296633) as Additional Director in the capacity of a Non-Executive Independent Director
of the Company. His appointment as Non-Executive Independent Director of the Company was
approved by the Shareholders of the Company through postal ballot by way of e-voting
process concluded on March 15, 2024. On the recommendation of the Nomination and
Remuneration Committee of the Company, the Board of Directors of the Company had appointed
Mr. Bhupinder Singh (DIN: 02152722) as Additional Director in the capacity of a
Non-Executive Independent
Director of the Company. His appointment as Non-Executive Independent Director of the
Company was approved by the Shareholders of the Company through postal ballot by way of
e-voting process concluded on March 15, 2024. On the recommendation of the Nomination and
Remuneration Committee of the Company, the Board of Directors of the Company had appointed
Mr. Nirmal Chand (DIN: 10041305) as Additional Director in the capacity of a Non-Executive
Independent Director of the Company. His appointment as Non-Executive Independent Director
of the Company was approved by the Shareholders of the Company through postal ballot by
way of e-voting process concluded on March 15, 2024. Mr. Nirmal Chand (DIN: - 10041305)
resigned from the position of Independent Director of the Company w.e.f. 14.06.2024 due to
the reason that he was holding independent directorship in M/s RBL Finserve Limited, which
is a wholly owned subsidiary of RBL Bank Limited (RBL) and RBL is one of the Lenders of
Paul Merchants Finance Private Limited, Wholly owned subsidiary of Paul Merchants Limited
and his simultaneous directorships in these two Companies were conflicting with each
other. Further, in accordance with the provisions of the Companies Act, 2013 and Articles
of Association of the Company, Smt. Sarita Rani Bansal (DIN 00094504), Director of the
Company will retire by rotation in the ensuing Annual General Meeting and being eligible
offers herself for re-appointment. The Brief Resume and other details relating to the
Directors who is proposed to be appointed/re-appointed in the ensuing Annual General
Meeting of the Company, as required to be disclosed under Regulation 36 of the Listing
Regulations and as per Secretarial Standards-2, forms part of the Notice of Annual General
Meeting.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 as on 31.03.2024 are as follows:-
Sh. Rajneesh Bansal |
Managing Director |
Sh. Naveen Kumar Laroiya* |
Chief Financial Officer |
Sh. Hardam Singh |
Company Secretary |
Mr. Rajesh Garg resigned from the position of Chief Financial Officer and Key
Managerial Personnel of the Company w.e.f. 09/11/2023. *Mr. Naveen Kumar Laroiya,
Chartered Accountant (FCA 088257) was appointed as Chief Financial Officer and Key
Managerial Personnel of the Company w.e.f. 09/11/2023 and he resigned on 12/08/2024 due to
his major spinal surgery.
Ms. Sakshi, Chartered Accountant (FCA 419986) was appointed as Chief Financial Officer
and Key Managerial Personnel of the Company w.e.f. 13/08/2024. There was no other change
(appointment or cessation) in the office of KMPs during the year under review or
thereafter till the date of this report.
A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR UNDER REVIEW, IN TERMS OF RULE 8(5)(iiia) OF THE COMPANIES (ACCOUNTS) RULES, 2014
The shareholders vide postal ballot concluded on March 15, 2024 approved the
appointment of Mr. Anoop Kumar Sharma, Mr. Bhupinder Singh and Mr. Nirmal Chand, as
Independent Directors with effective from 13.02.2024, for a term of five (5) years till
12.02.2029. In the opinion of the Board, the independent directors appointed during the
year possess requisite integrity, expertise, experience and proficiency.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW:-
The information as required in terms of Rule 8(5)(iv) of the Companies (Accounts)
Rules, 2014 is as under:- Paul Infotech Private Limited has been incorporated during the
FY 2023-24 as a Wholly Owned Subsidiary of Paul Merchants Limited (PML) to operate in the
field of Information Technology. PML has contributed a sum of Rs. 25,00,000/- towards
Equity capital in this Company during the FY 2023-24. This Company has not undertaken any
commercial operations in the FY 2023-24. No other Company has become or ceased to be
Company's Subsidiary, Joint Venture or Associate during the year under review.
DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT The Company has
neither accepted nor renewed any deposits during the Financial Year under review in terms
of Chapter V of the Companies Act, 2013. As such information in this regard and about
deposits which are not in compliance with the requirements of Chapter V of the Act, is
nil. This information is in terms of Rule 8 (5) (v) and Rule 8 (5) (vi) of Companies
(Accounts) Rules, 2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
The Company has not received any significant or material orders passed by any
Regulatory Authority, Court or Tribunal which shall impact the going concern status and
Companys operations in future. As such, the information in terms of Rule 8 (5) (vii) of
the Companies (Accounts) Rules, 2014 is nil. Directorate of Enforcement, Ministry of
Finance, Government of India, Chandigarh served a Show Cause Notice on February 29, 2024
on the Company and its Principal Officer as to why adjudication proceedings as
contemplated under Section 16 and Section 13 of FEMA, 1999 should not be held against them
and why penalty as provided under section 13(1) of FEMA, 1999 should not be imposed for
alleged contravention by the Company of Section 10(5) of Foreign Exchange Management Act
and RBI Master Directions on KYC, with respect to conduct of thorough due diligence before
undertaking transactions relating to release of Foreign Currency on behalf of Tour
Operators and its failure to discharge its legal obligations regarding remittance of
foreign currency amounting to Rs. 283,57,01, 944/-. The Company had made due disclosures
regarding this matter to the BSE Ltd on 16.09.2021 and on 29.02.2024 and to RBI on
17.09.2021 and 28.03.2024. After receipt of the said SCN, the Company and its Principal
Officer filed their applications with RBI for compounding of the alleged offense U/S 15 of
the Foreign Exchange Management Act, 1999 (FEMA), pursuant to which RBI has intimated the
Company that the Company being an Authorized Person, the matter shall be dealt with
accordingly u/s 11(3) of FEMA and the same remains pending as on the date of this report.
The application of Principal Officer of the Company will be processed under Section 15 of
the FEMA only and that matter also remains pending as on the date of this report. The
above information, though not in the nature of any significant or material order passed by
any Regulatory Authority, has been given only as a matter of good corporate governance
practice.
DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TO
THE FINANCIAL STATEMENTS, IN TERMS OF RULE 8 (5) (viii) OF THE COMPANIES (ACCOUNTS) RULES,
2014
Your Company has in place sound internal financial control systems to ensure that all
assets are protected against loss from any unauthorised use and all transactions are
recorded and reported correctly. According to Section 134(5) (e) of the Companies Act,
2013, the term Internal Financial Control (IFC) means the policies and procedures adopted
by the company for ensuring the orderly and efficient conduct of its business, including
adherence to company's policies, safeguarding of its assets, prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information. For more details, refer to the
Internal Control Systems and their adequacy and Risk Management' section in the
Management's discussion and analysis annexed as Annexure D-3, which forms part of
this report.
The Internal Financial Control systems in place in the Company have been reviewed by
the Audit Committee in its meeting held on 15-05-2024 and by the Board of Directors of the
Company in their meeting held on 16-05-2024 with reference to the FY 2023-24 and have
satisfied themselves that the Internal Financial Control systems in place in the Company
are adequate.
DISCLOSURE AS TO COST AUDIT AND COST RECORDS
Maintenance of cost records as specified by the Central Government under sub section
(1) of Section 148 of the Companies Act, 2013 is not required by the Company and as such
the Cost Audit is also not applicable to the Company. This disclosure is pursuant to Rule
8(5)(ix) of the Companies (Accounts) Rules, 2014.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Directors do hereby state in terms of Rule 8(5)(x) of the Companies (Accounts)
Rules, 2014 that the Company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment Of Women At Workplace
(Prevention, Prohibition And Redressal) Act, 2013 (14 of 2013) and has adopted a policy
for prevention of Sexual Harassment of Women at workplace. During the year under review,
the Company has not received any complaint of harassment. As per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company follows
calendar year for annual filling with statutory authority and as per the said annual
return filed by the Company on 24.01.2024 with the prescribed Authority, Nil complaints
related to sexual harassment were raised in the calendar year 2023.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR UNDER REVIEW ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANICAL YEAR
There are no applications or proceedings under Insolvency and Bankruptcy Code, 2016 in
relation to the Company and therefore, information as required under Rule 8(5)(xi) of the
Companies (Accounts) Rules, 2014 for the year under review is Nil.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There was no one time settlement with any Bank or Financial Institution by the Company
during the year under review and as such, information required under Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014 is Nil.
DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE SENIOR MANAGEMENT
PERSONNEL
The Annual Report of the Company contains a Declaration by the Managing Director in
terms of Para D of Schedule V to the Listing Regulations on the declarations received from
the Directors and the Senior Management personnel affirming compliance with the Code
applicable to them during the year ended March 31, 2024. This Declaration has been given
as Annexure D-8 to this Report.
REVIEW OF LEGAL COMPLIANCE REPORTS
During the year under review, the Board periodically reviewed compliance reports with
respect to the various laws applicable to the Company, as prepared and placed before it by
the Management.
MAXIMUM TENURE OF INDEPENDENT DIRECTORS
The maximum tenure of independent directors is in accordance with the Companies Act,
2013 and Regulation 25(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The maximum tenure in one term of appointment of an Independent
Director does not exceed 5 years and for two terms put together does not exceed 10 years
in the Company.
SHARE CAPITAL a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with Differential Rights during the year under
review. b. ISSUE OF SWEAT EQUITY SHARE
The Company has not issued any Sweat Equity shares or Employee Stock Options during the
year under review.
The Authorized Equity Share Capital of the Company as on 31st March, 2024 was Rs.
10,50,00,000 /- (Rupees Ten Crore Fifty Lakhs only) and paid up Equity share capital was
Rs. 3,08,40,000/- (Rupees Three Crores Eight Lakhs Forty Thousand Only). Further there was
no buy back of its own shares by the Company. During the year under review, in accordance
with the approval received from the shareholders by way of Ordinary Resolution passed
through Postal Ballot, result of which was declared on 11/12/2023, the authorised share
capital of the Company had been increased from 2,00,00,000/- (Rupees Two Crores only)
divided into 20,00,000 (Twenty
Lakhs) Equity Shares of 10/- each to 10,50,00,000 /- (Rupees Ten Crore Fifty Lakhs
only) divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of 10/ - each.
Further, the Board of Directors had allotted 20,56,000 Bonus equity shares of Rs. 10 each
(fully paid) on 20/12/2023 to the shareholders of the Company, in the proportion of 2
equity shares for every 1 equity share to the eligible shareholders whose names appeared
in the Register of members as on 19/12/2023, being the record date fixed for this purpose,
in accordance with the approval received from the shareholders by way of Postal Ballot,
result of which was declared on 11/12/2023. The said Bonus shares rank pari-passu in all
respects with the existing equity shares of the Company, including dividend. As a result
of the bonus issue, the paid up share capital of the Company got increased from Rs.
1,02,80,000/- to Rs. 3,08,40,000/-divided into 30,84,000 equity shares of Rs. 10/- each.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no other events to be reported under this head.
CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and
is in compliance with the Corporate Governance Regulations as laid out in the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. As required under Regulation 34 (3) read with Part C of Schedule V to the Securities
& Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance is annexed herewith as Annexure D-9
and forms a part of this Report. A Compliance Certificate from Mr. Kanwaljit Singh
Thanewal, a Company Secretary in practice having CP no. 5870, confirming compliance with
the conditions of Corporate Governance by the Company is also annexed to this Report as Annexure
D-10 as required under Part E of Schedule V to the Securities And Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BUSINESS RESPONSIBILITY REPORT
Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the
Company because the Company is not among top 1000 listed entities based on market
capitalization as on 31-03-2024.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report for the year under review, as stipulated
under Part B of Schedule V to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section as Annexure D-3, forming part of this Report.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES:-
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D-11 which
forms part of this report.
DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR
A sum of Rs. 1,10,00,000/- (Rupees One Crore Ten Lakhs Only) has been paid to Mr.
Rajneesh Bansal, Managing Director of the Company, as commission for the Financial Year
2023-24 on the decision and recommendation of the Nomination and Remuneration Committee of
the Company. Further, no managing or whole-time director of the company, who is in receipt
of Commission from the Company Paul Merchants Limited is receiving any remuneration or
commission from any subsidiary company of Paul Merchants Limited and the Company has no
holding company. As such, information required in terms of Section as 197(14) of the
Companies Act, 2013 is NIL.
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in enclosing the Consolidated Financial Statements of Paul
Merchants Limited consolidating the financials of its Wholly Owned Subsidiary Companies
Paul Merchants Finance (Pvt) Ltd, PML Realtors (Pvt) Ltd. and Paul Infotech (Pvt) Ltd, as
required by Section 129(3) of the Companies Act, 2013 (Act) and Listing Regulations. The
said Consolidated Financial Statements are prepared in accordance with the applicable
Indian Accounting Standards.
INDIAN ACCOUNTING STANDARDS, 2015
The annexed financial statements for the Financial Year under review and corresponding
figures for the previous Financial Year comply in all material aspects with Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the
Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions
of the Act.
AUDIT COMMITTEE
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act,
2013 and Regulation 18 of Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, an Audit Committee of the Board is duly
constituted. The Audit Committee as on March 31, 2024 comprises of the following
Independent Directors:-
Shri. Vigyan Prakash Arora |
Non-Executive Independent Director, Chairman |
Shri Dilbag Singh Sidhu |
Non-Executive Independent Director, Member |
Shri Ajay Arora |
Non-Executive Independent Director, Member |
Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
The Audit Committee w.e.f. April 01, 2024 comprises of the following Independent
Directors:-
Shri. Anoop Kumar Sharma |
Non-Executive Independent Director, Chairman |
Shri Inder Sain Negi |
Non-Executive Independent Director, Member |
Shri Bhupinder Singh |
Non-Executive Independent Director, Member |
Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
Details of the Audit Committee have been given separately in the Corporate Governance
report, which is annexed herewith as Annexure D-9. Further, all recommendations of
Audit Committee were accepted by the Board of Directors.
NOMINATION & REMUNERATION COMMITTEE
In terms of Regulation 19 of Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions
of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committee of
the Board is duly constituted. As on March 31, 2024 the Committee comprised of the
following Directors:-
Sh. Dilbag Singh Sidhu |
Non-Executive Independent Director, Chairman |
Sh. Inder Sain Negi |
Non-Executive Independent Director, Member |
Shri. Vigyan Prakash Arora |
Non-Executive Independent Director, Member |
Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
W.e.f. April 01, 2024 the Committee comprised of the following Directors:-
Sh. Anoop Kumar Sharma |
Non Executive Independent Director, Chairman |
Sh. Inder Sain Negi |
Non Executive Independent Director, Member |
Shri. Bhupinder Singh |
Non Executive Independent Director, Member |
Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
The details of Remuneration Policy and further details of this Committee are furnished
in the Report on Corporate Governance, which is annexed as Annexure D-9 to this
report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of Regulation 20 of Securities & Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions
of Section 178 (5) of the Companies Act, 2013, the Stakeholders Relationship Committee of
the Board is duly constituted. As on March 31, 2024 the Committee comprised of the
following Directors:-
Sh. Vigyan Prakash Arora |
Non-Executive Independent Director, Chairman |
Sh. Rajneesh Bansal |
Managing Director, Member |
Sh. Sat Paul Bansal |
Non- Executive Non Independent Director, Member |
Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
W.e.f. April 01, 2024 the Committee comprised of the following Directors:-
Sh. Anoop Kumar Sharma |
Non- Executive Independent Director, Chairman |
Sh. Rajneesh Bansal |
Managing Director, Member |
Sh. Sat Paul Bansal |
Non- Executive Non Independent Director, Member |
Sh. Hardam Singh |
Company Secretary, Secretary to the Committee |
Other details of the Committee have been given separately in the Corporate Governance
report, which is annexed herewith as Annexure D-9.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review, in accordance with the approval received from the
shareholders by way of Ordinary Resolution passed through Postal Ballot, result of which
was declared on 11/12/2023, the authorised share capital of the Company had been increased
from 2,00,00,000/- (Rupees Two Crores only) divided into 20,00,000 (Twenty
Lakhs) Equity Shares of 10/- each to 10,50,00,000/- (Rupees Ten Crore Fifty Lakhs only)
divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of 10/- each.
Further, the Board of Directors had allotted 20,56,000 Bonus equity shares of Rs. 10
each (fully paid) to the shareholders of the Company on 20/12/2023, in the proportion of 2
equity shares for every 1 equity share to the eligible shareholders whose names appeared
in the Register of members as on 19/12/2023, being the record date fixed for this purpose,
in accordance with the approval received from the shareholders by way of Postal Ballot,
result of which was declared on 11/12/2023. The said Bonus shares rank pari-passu in all
respects with the existing equity shares of the Company, including dividend. As a result
of the bonus issue, the paid up share capital of the Company got increased from Rs.
1,02,80,000/- to Rs. 3,08,40,000/-divided into 30,84,000 equity shares of Rs. 10/- each.
The said additional shares issued as Bonus shares by the Company were duly listed and
permitted for trading on BSE Ltd on 01.01.2024. There is no other change in the Capital
Structure of the Company during the year under review. The Shares of the Company are
listed and traded at BSE Ltd under scrip code 539113.
VIGIL MECHANISM
The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of
Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 4 (2) (d) and
Regulation 22 of Listing Regulations. The details of the said Vigil Mechanism cum Whistle
Blower Policy is given in the Corporate Governance Section, which is appended to this
Report as Annexure D-9. The Vigil Mechanism cum Whistle Blower Policy is also
available on the Company's website under weblink
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2024/08/Vigil-Mechanism-Policy-13.08.2024.pdf
COMMITTEES OF BOARD
Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various
Committees of Board such as Executive Committee, Audit Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility Committee. Further, though not covered under Regulation 21(5) of Listing
Regulations, the Company has voluntarily constituted a Risk Management Committee,
comprising Members of the Board and Senior Management Team of the Company as its members.
The details of composition and terms of reference of these Committees are mentioned in the
Corporate Governance Report.
INDUSTRIAL RELATIONSHIPS:-
Relations between the Management and the employees at all levels have been cordial and
the Directors wish to express their appreciation for the cooperation and dedication of the
employees of the Company.
HUMAN RESOURCES DEVELOPMENT
When it comes to nurturing talent, the Company has always been a trailblazer in
embracing progressive systems and cutting-edge processes to keep its human resources ahead
of the curve in today's rapidly evolving technology-driven environment. The continuous
investment in leadership development initiatives across all levels, emphasizes the
Company's dedication to groom employees into capable managers, aligning their growth with
the Company's long-term strategic plans for expansion and progress. Recognizing that its
success is built on the strength and dedication of its people, the Company places human
resources at the forefront of its business pursuits, harnessing the critical role they
play in every facet of the organization. A point of pride for the Company lies in its
workforce being recognized as strategic business partners deeply attuned to the evolving
needs and goals of the organization. With customer expectations on the rise and ambitious
growth targets on the horizon, it has become essential to cultivate a proactive, agile,
and highly motivated workforce to drive the Company's vision forward. The Company's
unwavering commitment to align its workforce with the organizational culture underscores
its prioritization of safety, well-being, and inclusivity within the workspace. Anchored
by a dynamic performance evaluation system, the Company ensures that employees' personal
development objectives are in sync with the long-term goals of the organization, fostering
a sense of shared growth and progress. As of 31-03-2024, the Company has a dedicated team
of 402 individuals on its rolls.
COMPLIANCE
The company has devised proper systems to ensure compliance of all laws applicable to
the company and the compliance reports issued by the Departmental Heads along with the
report of the Company Secretary under Section 205 of the Companies Act, 2013 are placed
before the Board every Quarter confirming compliance by the Company with all applicable
Laws. In addition, the Internal Audit and Concurrent Audit helps the Company gauge its
levels of Compliance on ongoing basis and to take corrective steps, wherever needed.
COMPLIANCE WITH LISTING REGULATIONS:-
The equity shares of the company are listed on BSE Ltd (BSE). The Company has in place
the following Policies as required under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015:-
1. Policy for Preservation of Documents' under Regulation 9 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
2. Archival Policy' under Regulation 30 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The web link of Archival Policy' is
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/08/POLICY-ON-ARCHIVAL-OF-RECORDS.pdf
3. Policy on Criteria for determining Materiality of events/information' under
Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The web link of the Policy on determining of Materiality' is
https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2023/08/Determination-of-Materiality.pdf
The Company has already paid listing fees for the Financial Year 2024-25 to BSE Ltd. and
has also paid the Annual Custodial fee for the Financial Year 2024-25 to the Depositories.
The said Fees for the Financial Year 2023-24 were also paid duly within time.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act.
INSIDER TRADING:
The Board of Directors of the Company have adopted the Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information. The said Code has been
posted on the Website of the Company www.paulmerchants.net. Further, the Board has also
adopted the Code of Conduct to Regulate, Monitor and Report of Trading by Designated
Persons and Their Immediate Relatives in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Insider trading Code of the
company lays down guidelines and procedures to be followed and disclosures to be made
while dealing with shares of the Company, as well as the consequences of violation. The
said codes were duly adhered to during the year under review.
CEO/CFO CERTIFICATION
In accordance with the Regulation 17 (8) read with Part B of Schedule II to the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 pertaining to corporate governance norms, Mr. Rajneesh Bansal, Managing
Director and Mr. Naveen Kumar Laroiya, Chief Financial Officer (CFO), have issued a
certificate as per the said Regulation for the year ended March 31, 2024. As the Company
has no post of Chief Executive Officer (CEO), the said Certificate has been issued and
signed by the Managing Director along with CFO of the Company. The said certificate forms
an integral part of this Report, annexed as Annexure D-13. The certificate has been
reviewed by the Audit Committee and taken on record by the Board of Directors of the
Company.
DEMATERIALIZATION OF SHARES
The Company's equity shares are in compulsory Demat mode in terms of SEBI Guidelines.
This has been facilitated through arrangement with NSDL and CDSL. 100% issued shares of
the Company are in dematerialized form as on 31.03.2024. M/s Alankit Assignments Limited,
New Delhi is acting as the Registrar and Share Transfer Agents for this purpose and acts
as common agency and all activities in relation to share transfer facility are maintained
by them in terms of Regulation 7 (2) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Members are requested to note that, dividends if not encashed for a period of 7 years
from the date of transfer to Unpaid Dividend Account of the Company, are liable to be
transferred to the Investor Education and Protection Fund ("IEPF"). Further, all
the shares in respect of which dividend has remained unclaimed for 7 consecutive years or
more from the date of transfer to unpaid dividend account shall also be transferred to
IEPF Authority. In view of this, Members are requested to claim their dividends from the
Company, within the stipulated timeline. Your Company did not have any funds lying unpaid
or unclaimed for a period of seven years as on 31-03-2024. Therefore there were no funds
which were required to be transferred to Investor Education and Protection Fund (IEPF).
The Company had declared dividend for the FY 2019-20 and there is some amount of dividend
lying unpaid as on 31.03.2024, information of which has been posted on the website of the
Company www.paulmerchants.net. Pursuant to the provisions of the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company shall make requisite compliances for the said unpaid dividend at the appropriate
time.
FINANCIAL STATEMENTS
Annual Report 2023-24 of the Company containing Standalone as well as Consolidated
Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, other statements and
notes thereto, prepared as per the requirements of Schedule III to the Companies Act,
2013, Directors' Report (including Management Discussion and Analysis Report and Corporate
Governance Report) is being sent via email to all shareholders who have registered their
email address(es) with the Depositories/Company. Full version of Annual Report 2023-24 is
also available for inspection at the Registered office of the Company during working hours
up to the date of ensuing Annual General Meeting (AGM). It shall also be available at the
Companys website www.paulmerchants.net, on the website of the Stock Exchange i.e. BSE
Limited at www.bseindia.com and on the website of CDSL (agency for providing the Remote
e-Voting facility and e-voting system during the AGM/EGM) www.evotingindia.com. The Notice
of the AGM shall also be available at the website of CDSL www.evotingindia.com.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere appreciation to valued Clients, Reserve
Bank of India, BSE Ltd., Bankers, Government Agencies and Employees of the company for
their continued support & co-operation.
For & On Behalf of the Board |
For & On Behalf of the Board |
Sd/- |
Sd/- |
(RAJNEESH BANSAL) |
(RITESH VAID) |
MANAGING DIRECTOR |
WHOLE TIME DIRECTOR |
(DIN 00077230) |
(DIN 09433856) |
PLACE: CHANDIGARH |
|
Date: August 13, 2024 |
|