To
The Members,
Your directors are pleased to present the 20th Annual Report of Prudent Corporate
Advisory Services Limited ("the Company") together with the audited financial
statements for the year ended March 31, 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS
The financial performance for the year ended March 31, 2023 is summarized below:
|
Standalone (Rs in lakhs) |
Consolidated (Rs in lakhs) |
Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
Current Year 2022-23 |
Previous Year 2021-22 |
Revenue from Operations |
51,823.43 |
39,078.03 |
61,132.72 |
45,075.27 |
Other Income |
474.73 |
661.30 |
754.50 |
781.20 |
Profit before Depreciation, Finance Cost and Tax Expense |
12,285.25 |
9,194.12 |
18,292.32 |
12,308.55 |
Less: Depreciation and Amortization Expenses |
2,199.81 |
1,177.46 |
2,403.26 |
1,338.82 |
Profit before Finance Cost and Tax Expense |
10,085.44 |
8,016.66 |
15,889.06 |
10,969.73 |
Less: Finance Costs |
122.36 |
196.58 |
207.05 |
258.95 |
Profit before Tax Expense |
9,963.08 |
7,820.08 |
15,682.01 |
10,710.78 |
Less: Tax Expense (Current & Deferred) |
2,548.07 |
1,953.63 |
4,013.16 |
2,676.98 |
Profit aRser Tax |
7,415.01 |
5,866.45 |
11,668.85 |
8,033.80 |
Add: Other Comprehensive Income/loss for the year |
(13.93) |
(10.45) |
(18.48) |
(5.91) |
Total Comprehensive Income |
7,401.08 |
5,856.00 |
11,650.37 |
8,027.89 |
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the FY 2022-23 are prepared
in compliance with the applicable provisions of the Companies Act, 2013 (the Act'),
Indian Accounting Standards (Ind AS') and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR)
Regulations'] and the same shall also be made available to the Members in their
forthcoming Annual General Meeting (AGM').
STATE OF THE COMPANY'S AFFAIRS
Your company is an independent retail wealth management services group in India and are
amongst the top mutual fund distributors in terms of average assets under management
("AAUM") and commission received.
Your company provide wealth management services to 15.32 lakhs unique retail investors
through 26,949 MFDs on our business-to-business-to-consumer ("B2B2C") platform
and are spread across branches in 120 locations in 21 states in India, as on March 31,
2023. Your company oRsers a technology enabled, comprehensive investment and financial
services platform with end-to-end solutions critical for financial products distribution
and presence across both online and oRsline channels and digital wealth management
("DWM") solutions through platforms, namely, FundzBazar, PrudentConnect,
Policyworld and CreditBasket.
As on March 31, 2023, our assets under management from the mutual fund distribution
business ("AUM") stood at Rs56,189 crore with 93.5% of our total AUM being
equity oriented. Our AUM has increased from Rs 49,473 crore as on March 31, 2022 to
Rs56,189 crore as on March 31, 2023, representing an increase of 13.58% with our equity
oriented AUM increasing from 45,799 to 52,525 crore during the same period, representing
an increase of 14.69%.
Our retail focus has helped grow the number of systematic investment plans
("SIPs") handled by us from 16.37 lakhs as of March 31, 2022 to 19.66 lakhs as
of March 31, 2023. Correspondingly, equity AUM from SIPs increased from 19,203 crore
(representing 41.93% of our total equity AUM) as of March 31, 2022 to 22,780 crore
(representing 43.37% of our total equity AUM) as of March 31, 2023. Our monthly SIP flows
as of March 31, 2023 were 517 crore providing visibility of monthly inflows for our MFDs
as well as the Company.
Our overall revenue from operations increased to Rs51,823.43 Lakh for Fiscal 2023 from
Rs39,078.03 Lakh for Fiscal 2022, representing an increase of 32.62%. Our net profit for
the year increased by Rs1,548.56 lakhs or 26.40% to Rs7,415.01 lakhs for Fiscal 2023 from
Rs5,866.45 lakhs for Fiscal 2022.
The detailed results of operations of the Company are given in the Management
Discussion & Analysis forming part of this Annual Report.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General
Reserve.
DEPOSITS
During the year under review, the Company has not accepted any deposit within the
meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. Further, Company does not have any deposit not in consonance with
the provisions of Chapter V of the Act.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business. However,
your company has started oRsering facilities to their clients to trade in Future and
Option Segment on FundzBazar Stock Broking platform
Further, the Company has applied for Corporate Agent Registration with Insurance
Regulatory and Development Authority ("IRDA") for soliciting and procuring
insurance business as a corporate agent to oRser a full product basket. Registration is
under process with IRDA.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of the Company in its meeting held on May 12, 2021 has approved
and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI
(LODR) Regulations and the same is uploaded on website of the Company at https://www.prudentcorporate.com/investorrelation.
DIVIDEND
The Board of Directors of your company, in its meeting held on May 24, 2023 has
recommended a final dividend of Rs 1.50 (One Rupee and FiRsy Paisa) (@ 30%) per equity
share of the face value of Rs 5/- each fully paid up for the financial year ended 31st
March, 2023, subject to the approval of the Members at the ensuing 20th Annual General
Meeting. The Final dividend is payable to those shareholders whose names appear on the
Register of Members as on the Record Date.
CAPITAL STRUCTURE
During the year, Company has not raised any capital and hence the same remains
unchanged.
During the year under review, the Company has not issued any: a) shares with
diRserential rights as to dividend, voting or otherwise. b) sweat equity shares.
RELATED PARTY TRANSACTIONS
During the year, your Company has entered into transactions with related parties as
defined under Section 2(76) of the Act read with Companies (Specification of Definitions
Details) Rules, 2014, SEBI (LODR) Regulations and applicable Accounting Standards, which
were in the ordinary course of business and on arms' length basis and in accordance with
the policy on Related Party Transactions of the Company.
During the year, there was no material transaction with any related parties as per the
Related Party Transactions Policy of the Company and/or any other related party
transaction entered into by the Company that require disclosure in Form AOC-2, hence,
disclosure in Form AOC-2 is not applicable to the Company.
The disclosures pertaining to related party transactions as per the applicable
Accounting Standards form part of the notes to the financial statements provided in this
Annual Report.
As required under Regulation 23 of SEBI (LODR) Regulations, the Company has formulated
a Related Party Transactions Policy which is available on the website of the Company at https://www.prudentcorporate.com/investorrelation.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, guarantee and Investments covered under the provisions of Section
186 of the Act are given in the Notes to the Standalone Financial Statements forming part
of Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) Directors:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in terms of
the Articles of Association of the Company, Mr. Shirish Govindbhai Patel (DIN: 00239732),
Whole-time Director is liable to retire by rotation at the ensuing AGM and being eligible,
oRsers himself for re-appointment. The Board of Directors recommends his re-appointment.
During the year under review, based upon recommendation of the Nomination and
Remuneration Committee, the Board of Directors of the Company at its meeting held on
January 9, 2021 had approved the re-appointment of Ms. Shilpi Sumankumar Thapar (DIN
00511871) and Mr. Aniket Sunil Talati (DIN
02724484) as Independent Director(s) (in the category of "Non-Executive
Independent Director") for second term of 5 (five) consecutive years w.e.f. June 7,
2023 and their re-appointment was duly approved by the Shareholders of the Company through
special resolutions passed by way of postal ballot on February 16, 2023.
The above-mentioned Directors have aRsirmed that they are not debarred from holding the
oRsice of Director(s) by virtue of any SEBI order or any other such Authority.
The Company has received declarations from all the
Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed both under subsection (6) of Section 149 of the Act including
compliance of relevant provisions of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 and SEBI (LODR) Regulations. The Board is of the opinion that the
Independent Directors of the Company possess requisite qualifications, experience and
expertise and they hold highest standards of integrity.
None of the Directors of the Company is disqualified in terms of the provisions of
Section 164 of the Act. The Directors of the Company have made necessary disclosures under
Section 184 and other relevant provisions of the Act.
All the Independent Directors of the Company have enrolled their names in the online
database of Independent Directors by Indian Institute of Corporate ARsairs in terms of the
recently introduced regulatory requirements. Also, the online proficiency self-assessment
test as mandated was undertaken by those Independent Directors of the Company who were not
exempted within the prescribed timelines.
The members at their 18th Annual General Meeting held on July 23, 2021, had appointed
Mr. Sanjay Rameshchandra Shah (DIN: 00239810) as Managing Director for a term of three
years eRsective from April 1, 2021 to March 31, 2024. His oRsice of directorship is due
for re-appointment on March 31, 2024.
Therefore, pursuant to the provisions of the Companies Act, 2013 ("the Act"),
Articles of Association of the Company, SEBI (LODR) Regulations and based on the
recommendations received from the Nomination and Remuneration Committee and the Board of
Directors, the Shareholders may consider the re-appointment of Mr. Sanjay Rameshchandra
Shah, as Chairman and Managing Director of the Company for further term of three (3) years
w.e.f. April 1, 2024 to March 31, 2027.
Further, the members at their 18th Annual General Meeting held on July 23, 2021, had
appointed and designated Mr. Shirish Govindbhai Patel (DIN: 00239810) as Whole-time
Director & CEO for a term of two years and eight months eRsective from August 1, 2021
to March 31, 2024. His oRsice of directorship is due for re-appointment on March 31, 2024.
Therefore, pursuant to the provisions of the Companies Act, 2013 ("the Act"),
Articles of Association of the Company, SEBI (LODR) Regulations and based on the
recommendations received from the Nomination and Remuneration Committee and the Board of
Directors, the Shareholders may consider the re-appointment of Mr. Shirish Govindbhai
Patel, as Whole-time Director and Chief Executive ORsicer of the Company for further term
of three (3) years w.e.f. April 1, 2024 to March 31, 2027.
Further, the members at their 18th Annual General Meeting held on July 23, 2021, had
appointed Mr. Deepak Sood (DIN: 01642332) and Mr. Karan Kailash Datta (DIN: 08413809) as
Independent Directors to hold oRsice for a first term of three years eRsective from
October 23, 2020 to October 22, 2023.
Accordingly, pursuant to the provisions of the Companies Act, 2013 ("the
Act"), Articles of Association of the Company, performance evaluation and based on
the recommendations received from the Nomination and Remuneration Committee and the Board
of Directors, the Shareholders may consider the re-appointment of Mr. Deepak Sood (DIN:
01642332) and Mr. Karan Kailash Datta (DIN: 08413809) as Independent Directors of the
Company for second term of five (5) years w.e.f. October 23, 2023 to October 22, 2028.
Brief resume and other details of the Director(s) being appointed/re-appointed at the
ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company
Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately
disclosed in the Notice of ensuing AGM. The above proposals for re-appointment forms part
of the Notice of the ensuing AGM and appropriate resolutions for reappointment of the
aforesaid directors are being moved at the ensuing Annual General Meeting, which the board
recommends for your approval.
(B) Key Managerial Personnel
In accordance with the provisions of Sections 2(51) and 203 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
Mr. Sanjay Rameshchandra Shah, Managing Director, Mr. Shirish Govindbhai Patel, Whole-time
Director & CEO, Mr. Chirag Ashwinkumar Shah, Whole-time Director, Mr. Chiragkumar
Bansilal Kothari, Chief Financial ORsicer and Mr. Dhavalkumar Pareshbhai Ghetia, Company
Secretary are the Key Managerial Personnel (KMP) of the Company. There was no change
amongst the KMPs during the year under review.
BOARD EVALUATION
To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder
and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual
performance evaluation of the Directors individually including the Independent Directors
(wherein the concerned Director being evaluated did not participate), Board as a whole and
following Committees of the Board of Directors: i) Audit Committee; ii) Nomination and
Remuneration Committee; iii) Stakeholders Relationship Committee; and iv) Corporate Social
Responsibility Committee.
The manner in which the annual performance evaluation has been carried out is explained
in the Corporate Governance Report which forms part of this Annual Report. Board is
responsible to monitor and review the evaluation framework.
Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent
Directors also evaluated the performance of Non-Independent Directors, Chairman and Board
as a whole at a separate meeting of Independent Directors.
BOARD AND COMMITTEE MEETINGS
The number of meetings of the Board and various Committees of the Board including
composition are set out in the Corporate Governance Report which forms part of this annual
report. The intervening gap between the meetings was within the period prescribed under
the provisions of Section 173 of the Act and SEBI (LODR) Regulations.
REMUNERATION POLICY
To comply with the provisions of Section 178 of the Act and Rules made thereunder and
Regulation 19 of SEBI (LODR) Regulations, the Company's Remuneration Policy for Directors,
Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is
uploaded on website of the Company at https://www.prudentcorporate.com/
investorrelation. The Policy includes, inter-alia, the criteria for appointment and
remuneration of Directors, KMPs, Senior Management Personnel of the Company and Board
Diversity.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has a Corporate Social Responsibility (CSR) Policy which is uploaded on
website of the Company at https:// www.prudentcorporate.com/investorrelation.
Annual Report on CSR activities for the Financial Year 2022- 23 as required under
Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social
Responsibility
Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to
this report as Annexure - 1.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
The information required to be disclosed in the Board's Report pursuant to Section 197
of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached to this report as Annexure 2.
Mr. Chirag Ashwinkumar Shah, Whole-time Director of the Company has not taken any
remuneration from the Company during the year under review. He has received a remuneration
of Rs188 Lakhs from Gennext Insurance Brokers Private Limited, the Wholly Owned Subsidiary
(WOS) of the Company during the financial year 2022-23.
STATUTORY AUDITORS
Your Company at the 16th (Sixteenth) Annual General Meeting held on September 30, 2019
had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration
No. 117365W) as Statutory Auditors of the Company for a period of 5 consecutive years till
21st Annual General Meeting at a remuneration as may be fixed by the Board of Directors in
consultation with the Auditors. The Statutory Auditors have confirmed that they satisfy
the independence criteria as required under the Act.
The Statutory Auditors' Report for the Financial Year 2022- 23 does not contain any
qualification, reservation or adverse remark and forms part of the Annual Report. The
Statutory Auditors have not reported any frauds under Section 143(12) of the Act.
COST AUDIT
In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules,
2014, Cost Audit is not applicable on the Company for the Financial Year 2022-23.
SECRETARIAL AUDITORS
The Board has appointed M/s. M.C. Gupta & Co., Practicing Company Secretaries (COP
No.: 1028) to undertake the Secretarial Audit of the Company for the financial year
2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI
(LODR) Regulations, 2015 as amended.
The Secretarial Audit Report in the prescribed Form No. MR3 for the Financial
Year 2022-23 is annexed herewith as Annexure - 3 to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark or disclaimer in
his report.
The Company has also filed the Secretarial Compliance Report for the financial year
ended March 31, 2023 with the Stock Exchanges with regards to compliance of applicable
SEBI Regulations/circulars/guidelines issued thereunder, pursuant to requirement of
Regulation 24A of SEBI (LODR) Regulations.
SUBSIDIARIES
Your Company has the following wholly owned subsidiaries on March 31, 2023: 1. Gennext
Insurance Brokers Private Limited; 2. Prudent Broking Services Private Limited; 3. Prutech
Financial Services Private Limited;
As on March 31, 2023, your Company does not have any Associate/Joint Venture as defined
under the provisions of the Act.
To comply with the provisions of Section 129 of the Act, a separate statement
containing salient features of Financial Statements of Subsidiaries of your Company
(including their performance and financial position) in prescribed Form AOC-1 forms part
this Annual Report and therefore not repeated here to avoid duplication. Further,
contribution of subsidiary to the overall performance of your Company provided in Note No.
41 of the Consolidated Financial Statements.
Financial Statements of the above-mentioned subsidiary companies are kept open for
inspection by the Members at the Registered ORsice of your Company on all days except
Saturday, Sunday and Public Holidays up to the date of AGM between 11:00 A.M. to 5:00 P.M.
as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the
said Financial Statements may write to the Company at its Registered ORsice or Corporate
ORsice. The Financial Statements including the Consolidated Financial Statements and all
other documents required to be attached with this Report have been uploaded on website of
the Company at https://www.prudentcorporate.com/investorrelation.
To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board
of Directors of the Company have approved and adopted a Policy for determining Material
Subsidiary. Further, Gennext Insurance Brokers Private Limited (GIBPL) became material
subsidiary of the Company as per Audited Financial Statements for year ended March 31,
2023. Policy on Material Subsidiary is uploaded on website of the Company at https://www.prudentcorporate.com/
investorrelation. As per Regulation 24A of Listing Regulations, the Secretarial Audit
Report of GIBPL is annexed as Annexure - 4.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company has constituted an Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR)
Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide
a platform to the Directors and Employees of the Company to raise concerns regarding any
irregularity, misconduct or unethical matters / dealings within the Company. The same is
detailed in the Corporate Governance Report, which forms part of this annual report.
RISK MANAGEMENT
The Risk Management Committee of the Board of Directors inter-alia monitors and reviews
the risk management plan and such other functions as assigned from time to time.
Your Company has a robust Risk Management Policy, under which it manages Risk
Management Framework, identifies and evaluates business risks and opportunities. The
Company recognize that these risks need to be managed and mitigated to protect the
interest of the stakeholders and to achieve business objectives. The risk management
framework is aimed at eRsectively mitigating the Company's various business and
operational risks, through strategic actions. The Company has a strong Cyber Risk
Management framework wherein cyber risk and mitigation controls are monitored by
Technology Committee and Risk Management Committee of the Company. The Company has
developed its digital infrastructure to enhance the Clients' and Channel Partners'
interface with the Company. The Company maintains robust cyber security posture to protect
the confidentiality and integrity of data.
There are no risks, which in the opinion of the Board threaten the existence of the
Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal controls with reference to financial
statements and day to day operations and the same are operating eRsectively. The Internal
Auditors tested the design and eRsectiveness of the key controls and no material
weaknesses were observed in their examination. Further, Statutory Auditors verified the
systems and processes and confirmed that the Internal Financial Controls system over
financial reporting are adequate and such controls are operating eRsectively.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, Board of Directors of the Company, hereby state and confirm that: (a)
in the preparation of the annual accounts for the financial year ended 31st March, 2023,
the applicable accounting standards have been followed and there are no material
departures from the same; (b) they have 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 aRsairs of the Company as at 31st March, 2023
and of the profit and loss of the Company for the financial year ended 31st March, 2023;
(c) they have taken proper and suRsicient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; (d)
they have prepared annual accounts on a going concern basis; (e) they have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating eRsectively; and (f) they have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating eRsectively.
OTHER INFORMATION
Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of this Annual Report.
Business Responsibility and Sustainability Report (BRSR)
BRSR for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR)
Regulations, forms part of this Annual Report.
Corporate Governance Report
The Company's shares are listed with BSE Limited and National Stock Exchange of India
Limited with eRsect from May 20, 2022. The Report on Corporate Governance forming part of
this Annual Report. The Report received from M/s. M. C. Gupta & Co., Company
Secretaries confirming compliance with the conditions of corporate governance is also
attached to the Corporate Governance Report.
Listing
The Equity Shares of the Company are listed on the National Stock Exchange of India
Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals.
Annual listing fee for the Financial Year 2023-24 has been paid to the National Stock
Exchange of India Limited and BSE Limited.
ANNUAL RETURN
Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company
is available on website of the Company at https://www.prudentcorporate.com/investorrelation.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies
(Accounts) Rules, 2014 are given below:
A. Conservation of Energy i) Steps taken for conservation of energy: The Company
evaluates the possibilities and various alternatives to reduce energy consumption and use
of low energy consuming LED lightings is being encouraged. The Company recognizes the
importance of energy conservation in decreasing the adverse eRsects of global warming and
climate change. The Company carries on its activities in an environment friendly and
energy eRsicient manner. ii) Steps taken by the Company for utilizing alternate sources of
energy: Nil iii) Capital investment on energy conservation equipment: Nil B. Technology
absorption The Company believes in leveraging technology to transform every dimension of
its business. Investments in technology infrastructure is an important element of
Company's commitment to delivering seamless customer experience. Further, steps taken
towards Energy Conservation are the result of technology absorption. C. Foreign exchange
earnings and Outgo During the year the company had no foreign exchange earnings, while the
Company has made an expenditure of Rs 4.34 Lakhs in foreign currency.
GENERAL
Your directors confirm that no disclosure or reporting is required in respect of the
following items as there was no transaction on these items during the year under review:
1. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
2. No application made or any proceeding pending under Insolvency and Bankruptcy Code,
2016 as at the end of the Financial Year 2022-23.
3. During the year, the Company is not required to avail credit rating(s) of
Securities.
The Company is in regular compliance of the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India.
No material changes and commitments have occurred aRser the closure of the Financial
Year 2022-23 till the date of this Board's Report, which would aRsect the financial
position of Company.
LOANS TAKEN FROM DIRECTORS OF THE COMPANY
During the year under review, the Company has taken unsecured loans from Directors of
the Company. Details of Unsecured Loans taken from Directors of the Company are given in
the Notes to the Financial Statements forming part of Annual Report.
Director, who has given unsecured loans to the Company, has furnished to the company at
the time of giving the loan, a declaration in writing to the eRsect that the amount is not
being given out of funds acquired by him by borrowing or accepting loans or deposits from
others.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has not failed to implement any Corporate
Actions within the specified time limit.
INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
(A) Transfer of Unclaimed/Unpaid Dividend
Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the
Act") read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of
seven years from the due date is required to be transferred to the Investor Education and
Protection Fund ("IEPF"), constituted by the Central Government.
There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
(B) Transfer of Shares
Pursuant to the provisions of IEPF Rules, all equity shares in respect of which
dividend has not been paid or claimed for last seven consecutive years shall be
transferred by the Company to the designated Demat Account of the IEPF Authority
("IEPF Account") within a period of thirty days of such shares becoming due to
be transferred.
There were no shares which were required to be transferred to the Investor Education
and Protection Fund by the Company.
(C) Details of Nodal Officer
Name |
Mr. Dhavalkumar Pareshbhai Ghetia, Company Secretary and
Compliance ORsicer |
Email Address |
cs@prudentcorporate.com |
(D) Y ear wise amount of Unpaid/Unclaimed Dividend lying in the unpaid account upto
March 31, 2023 and the corresponding shares, which are liable to be transferred to the
IEPF, and the due dates for such transfer:
Sr. Date of declaration of Dividend No. |
Number of Shareholders against whom Dividend amount is unpaid |
Number of shares against whom Dividend amount is unpaid |
Amount Unpaid as on March 31, 2023 (Rs) |
Due date of transfer of Unpaid and Unclaimed Dividend to IEPF |
1 Final Dividend (FY 2021-22) AGM held on September 29, 2022 |
127 |
7,035 |
6,620 |
October 31, 2029 |
(E) Details of the resultant benefits arising out of shares already transferred to the
IEPF:
There were no resultant benefits arising out of shares already transferred to the IEPF,
which were required to be transferred to the IEPF by the Company.
CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis Report
describing the Company's objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws and regulations. Actual results may diRser
materially from those expressed in the statements. Important factors that could influence
the company's operations include changes in government policies and tax laws, economic
development of the country, and other factors which are material to the business
operations of the company.
ACKNOWLEDGEMENT
Your Company's organizational culture upholds professionalism, integrity and continuous
improvement across all functions, as well as eRsicient utilization of the Company's
resources for sustainable and profitable growth.
Your directors acknowledge the support and co-operation received from the employees,
MFDs and all those who have helped to manage day-to-day business operations of the
Company.
|
For and on behalf of the Board of Directors of |
|
Prudent Corporate Advisory Services Limited |
|
Sanjay Rameshchandra Shah |
Date: July 25, 2023 |
Chairman |
Place: Ahmedabad |
DIN: 00239810 |
Information required under Section 197 of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
A. Ratio of remuneration of each Director to the median remuneration of all the
employees of the Company for the Financial Year 2022-23 and percentage increase in the
remuneration of each Director, Chief Executive ORsicer, Chief Financial ORsicer &
Company Secretary in the financial year 2022-23 are as follows:
Name of Director(s)/ KMP(s) and Designation |
% increase in Remuneration in FY 2022-23 as compared to FY 2021-2022 |
Ratio of remuneration of director to the Median remuneration |
Mr. Sanjay Rameshchandra Shah Managing Director |
6.98 |
77.39 |
Mr. Shirish Govindbhai Patel Whole-time Director & CEO |
11.00 |
271.17 |
Mr. Chirag Ashwinkumar Shah Whole-time Director |
- |
- |
Mr. Aniket Sunil Talati Non-executive Independent Director |
- |
- |
Mr. Deepak Sood Non-executive Independent Director |
Nil |
5.61 |
Mr. Karan Kailash Datta Non-executive Independent Director |
Nil |
5.61 |
Ms. Shilpi Sumankumar Thapar Non-executive Independent Director |
Nil |
2.24 |
Mr. Chiragkumar Bansilal Kothari CFO |
16.60 |
14.84 |
Mr. Dhavalkumar Pareshbhai Ghetia Company Secretary |
19.48 |
2.24 |
Notes:
1. Mr. Shirish Govindbhai Patel was appointed as Whole-time Director & CEO of the
Company w.e.f. 01.08.2021. Mr. Chiragkumar Bansilal Kothari was appointed as CFO of the
Company w.e.f. 22.07.2021. Mr. Dhavalkumar Pareshbhai Ghetia was appointed as Company
Secretary w.e.f. 22/07/2021. Ms. Shilpi Sumankumar Thapar was appoint as Non-Executive
Independent Director w.e.f. 07/06/2021. However, their previous year remuneration
considered for 12 months for comparison purpose.
2. The median remuneration has been calculated on the basis of fulltime employees on
the payroll of the Company.
3. Independent Directors receiving sitting fees for attending the board meeting. The
sitting fees paid to Independent Directors is not covered in the above table.
4. Median remuneration of the Company for all its employees is Rs 2,67,466/- per annum
for the financial year 2022-23.
5. The aforesaid details are calculated on the basis of remuneration for the financial
year 2022-23.
6. Amount paid to Non-Executive Independent Directors during the Financial Year 2022-23
mentioned in above table reflect the Commission paid to them.
7. The remuneration to Directors is within the overall limits approved by the
shareholders.
C. Percentage increase in the median remuneration of all employees in the Financial
Year 2022-23: -4.56%
D. Number of permanent employees on the rolls of the Company as on 31st March, 2023:
836 employees
E. Average percentile increase already made in the salaries of employees other than the
managerial personnel (i.e. Managing Director and Whole-time Director) in the last
financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration:
R emuneration of Managerial Personnel (MD & WTD) is increased 8.99% in FY 2022-23
compared to FY 2021-22. While Average salary of all employees other than Managerial
Personnel is increase by 10.81% in FY 2022-23 compared to FY 2021-22. F. It is hereby
aRsirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.
G. The information required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial
Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the
provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and
Accounts are being sent to the Members excluding such information. However, the said
information is available for inspection by the Members at the Registered ORsice of the
Company during business hours on working days of the Company up to the date of ensuing
AGM. Any shareholder interested in obtaining a copy of such statement may write to the
Company Secretary at the Registered ORsice of the Company.
|
For and on behalf of the Board of Directors of |
|
Prudent Corporate Advisory Services Limited |
|
Sanjay Rameshchandra Shah |
Date: July 25, 2023 |
Chairman |
Place: Ahmedabad |
DIN: 00239810 |