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Directors Report of Paul Merchants Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you their 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for your consideration:

Particulars 2014-2015 2013-14 (Amount in Rs.) (Amount in Rs.)

Gross Income 2167,18,51,504 2005,28,57,281

Profit Before Interest and 30,02,53,148 29,10,95,960 Depreciation

Interest 2,98,47,798 2,26,50,075

Gross Profit 27,04,05,350 26,84,45,885

Provision for Depreciation 2,90,09,118 1,96,53,452

Net Profit Before Tax 24,13,96,232 24,87,92,433

Provision for Tax 8,73,80,299 9,03,99,159

Deferred Tax (46,05,279) (64,01,113)

Net Profit After Tax 15,86,21,212 16,47,94,387

Balance of Surplus brought forward 101,51,27,730 85,37,84,458

Balance available for appropriation 117,37,48,942 101,85,78,845

Proposed Dividend on Equity Shares Nil Nil

Tax on proposed Dividend Nil Nil

Transfer to General Reserve Nil Nil

Surplus carried to Balance Sheet 117,37,48,942 101,85,78,845

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

The Company operates principally in three business verticals International Money Transfer, Foreign Exchange and Tours & Travels. During the year under review, Gross revenue from International Money Transfer activities stood at Rs. 109,52,54,501/-, from Foreign Exchange Services stood at Rs. 2013,68,41,058/- and from Tours & Travel Segment stood at Rs. 35,15,46,591. The Profit before tax stood at Rs. 24,13,96,231/- and Profit after stood at Rs. 15,86,21,212/-. For further details, kindly refer to Management Discussion & Analysis Report Annexure D-3 and Corporate Governance Report which forms part of this report.

DIVIDEND :-

Your Directors have decided to reinvest the earnings in the growth of business and for this reason, have decided to not to declare any Dividend for the year under review.

RESERVES:-

Entire amount of Net Profit of Rs. 15,86,21,212.27/- has been transferred to Profit and Loss Surplus account, which appears under the head "Reserves and Surplus." No amount has been transferred to any reserves.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sandeep Bansal (DIN 00094391) and Mr. Surinder Singh Bedi (DIN 06932337), Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Arjun Pandurang Ghugal (DIN 02414741) and Mr. Krishan Lall Khetarpaul (DIN 01268756) had been appointed as additional Directors, designated as Independent Directors of the Company by the Board of Directors. They hold office up to the date of the ensuing Annual General Meeting and are proposed to be appointed as Independent Directors by the Members. The Company has received requisite notices and deposits in writing from members proposing them for appointment as Independent Directors.

In the opinion of the Board, Arjun Pandurang Ghugal (DIN 02414741) and Mr. Krishan Lall Khetarpaul (DIN 01268756) fulfill the conditions for their appointment as Independent Directors as specified in the Act and the Listing Agreement. Arjun Pandurang Ghugal (DIN 02414741) and Mr. Krishan Lall Khetarpaul (DIN 01268756) are independent of the management.

Sh. Manjit Singh Bhatia (DIN 06728226), Independent Director resigned from the office of the Directorship in the Company on 27-05-2014. Sh. Ram Krishan Gupta, Independent Director expired on 25-07-2014 and as such ceased to be the Director of the Company. Sh. Harjinder Singh (DIN 06714681), Whole Time Director resigned from the office of the Directorship in the Company on 04-08-2014. Sh Tarsem Garg (DIN 00454657), Independent Director resigned from the office of the Directorship in the Company on 25- 10-2014.

Sh. Vigyan Arora (DIN 00806647), who has been serving as an Independent Director w.e.f. 01-04-2010 was re-appointed in terms of provisions of the Companies Act, 2013 for a period of 5 years in the previous Annual General Meeting of the Company held on 26- 09-2014. Further, there is no Independent Director who was appointed after holding office for a period of 5 years

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-structured the remuneration of Sh. Sat Paul Bansal (DIN 00077499), Chairman cum Managing Director of the Company subject to approval of shareholders @ Rs.12,00,000/- (Rupees Twelve Lacs Only) per month plus Commission up to 2% of the Net Profits of the Company earned during a financial year w.e.f. 01.04.2015 based upon his performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall maximum limits of remuneration as provided in Companies Act, 2013.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-appointed Mr. Rajneesh Bansal (DIN 00077230) as the Executive Director of the Company subject to approval of shareholders for a period of 5 years w.e.f. 01-04-2015 on a remuneration @ Rs. 3,50,000/- (Rupees Three Lakhs Fifty Thousand Only) per month plus Commission up to 2% of the Net Profits of the Company earned during a financial year w.e.f. 01.04.2015 based upon his performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall limits as provided in Companies Act, 2013. In addition, he shall be entitled to Monthly Rent Free accommodation valued at Rs. 1,50,000/- (Rupees One Lakh Fifty thousand Only). Water/electricity in the House shall also be borne by the Company.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-structured the remuneration of Mrs. Sarita Rani Bansal (DIN 00094504), the Whole Time Director of the Company subject to approval of shareholders @ Rs.2,00,000/- (Rupees Two Lacs Only) per month plus Commission up to 1% of the Net Profits of the Company earned during a financial year w.e.f. 01.04.2015 based upon her performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall maximum limits of remuneration as provided in Companies Act, 2013.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, increased the remuneration of Sh. Surinder Singh Bedi (DIN 06932337), the Whole Time Director of the Company subject to approval of shareholders @ Rs.9,30,000/- (Rupees Nine Lacs Thirty Thousand Only) per Annum plus Performance Bonus of Rs. 45,000/- (Rupees Forty Five Thousand Only) w.e.f. 01.06.2015 based upon his performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall maximum limits of remuneration as provided in Companies Act, 2013.

The Brief Resumes and other details relating to the Directors who are proposed to appointed/re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Notice of Annual General Meeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sh. Sat Paul Bansal Chairman cum Managing Director

Sh. Tilak Raj Khepar Chief Financial Officer

Sh. Hardam Singh Company Secretary

During the year, Sh. Tilak Raj Khepar was designated as Chief Financial Officer of the Company w.e.f. 01.04.2014. There was no other change (appointment or cessation) in the office of any KMP.

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.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The equity shares of the company were earlier listed on the Stock Exchange at New Delhi. The Delhi Stock Exchange has been de-recognized by the Securities & Exchange Board of India. Therefore, your Company had filed its application with Bombay Stock Exchange under Direct Listing route for getting the scrips of the Company listed at Bombay Stock Exchange (BSE) and the Hon'ble Exchange was pleased to grant Trading permission vide its letter no. DCS/DL/AM/TP/72/2015-16 dated 17-04-2015 according its permission to trade the equity shares of the Company on BSE w.e.f. 21.04.2015.

The Company has tied up with Yes Bank as its Business Correspondent and has entered into a tripartite Referral Agreement with DCB Bank and Western Union Business Solutions (USA), LLC for offering International Outward Business Payment Solutions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company's business

b. Generally in the class of business in which the Company has an interest

Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE :-

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (XI) (A) of the Listing Agreement.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the Listing Agreement is not applicable to the Company.

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, KMP and other employees is attached as Annexure D-2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section as Annexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling in the bracket as defined in Rule 5 (2)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D-4 which forms part of this report.

DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

Net Commission paid to Mr. Sat Paul Bansal, the Chairman cum Managing Director of the Company for the Financial Year 2014-15 comes to Rs. 1,79,02,314/- Net Commission paid to Mr. Rajneesh Bansal, the Executive Director of the Company for the Financial Year 2014-15 comes to Rs. 55,08,404/-

NUMBER OF MEETINGS OF BOARD

During the year 2014-15, 4 (Four) Board Meetings were held and 1 (One) Independent Directors meeting was held on 11.02.2015 as required under Schedule IV of Companies Act, 2013 and as per Clause 49 of the Listing Agreement. The dates on which the Board Meetings were held are 27-05-2014, 04-08-2014, 25-10-2014 and 11-02-2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board 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 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 and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 11.02.2015 without the presence of Non-Independent Directors and the members of management and 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 Director's performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors express their satisfaction with the evaluation process. STATUTORY AUDITORS & AUDITORS REPORT:- M/s Jain & Associates (Firm Regn. No. 01361N), Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment as they are eligible for re-appointment. They are proposed to be re-appointed from the conclusion of this Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company for the Financial year 2019-2020.

The Company has obtained a Certificate from the Auditors under Rule 4 (1) of The Companies (Audit and Auditors) Rules, 2014. They have also issued a Certificate to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. The Auditors have vide their letter dated August 13 , 2015 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report being self-explanatory require no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2014-15.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Vishal Arora (FCS 4566), a Company Secretary in practice having CP no. 3645, was appointed as Secretarial Auditor of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are no qualifications or observations or other remarks by the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Rule 6 of Companies (Accounts) Rules, 2014, nothing contained in the said rule shall, subject to any other law or regulation, apply for the financial year commencing from the 1st day of April, 2014 and ending on the 31 March, 2015, in case of a company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both, for the consolidation of financial statement in respect of associate companies or joint ventures or both, as the case may be. As the Company does not have any Subsidiary, the accounts have not been consolidated for the FY 2014- 15. However, report on the Joint Venture Company in the prescribed format AOC-1 is annexed to this Report as Annexure D-6.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by Concurrent and Statutory Audit. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by regular supervision of the Audit Committee over Internal Audit. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board on Quarterly basis.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was voluntarily constituted by the Board of Directors with responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update the Risk management on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board. The Committee holds quarterly meetings to review the critical risks identified. 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 on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no subsidiaries or Associates as defined in the Companies Act, 2013. The Company has one Joint Venture Company in the name of M/s Horizon Remit Sdn. Bhd. Malaysia. The Company holds 29.389 % equity stake in the said Joint Venture Company. Weizmann Forex Ltd (CIN L65990MH1985PLC037697) is the other partner in the said Joint Venture Company. Report on the performance and Financial position of the Joint Venture Company in the specified format AOC-1 is annexed to the Directors' Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S 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 Company's operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted. The Audit Committee as on March 31, 2015 comprises of the following Independent Directors:

Shri. Vigyan Arora Independent Director, Chairman

Shri Dilbagh Singh Sidhu Independent Director, Member

Shri Arjun Pandurang Ghugal Independent Director, Member

w.e.f. 22-05-2015, following is the composition of the Audit Committee:- Shri. Vigyan Arora Independent Director, Chairman Shri Dilbagh Singh Sidhu Independent Director, Member Shri Ajay Kumar Arora Independent Director, Member

Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2015 comprises of the following Directors:

Sh. Dilbag Singh Sidhu Independent Director, Chairman

Sh. Sandeep Bansal Non Executive Director, Member

Shri. Vigyan Arora Independent Director, Member

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31, 2015:- Sh. Vigyan Arora Independent Director, Chairman Sh. Rajneesh Bansal Executive Director, Member Sh. Sandeep Bansal Non Executive Director, Member

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee of the Board with the following composition:

1 Sh. Sandeep Bansal Non Executive Director, Chairman

2 Sh. Rajneesh Bansal Executive Director, Member

3 Sh. Vigyan Arora Independent Director, Member

Other details of the Committee and CSR Policy is furnished in the Report on Corporate Governance, which is annexed herewith. The CSR Policy is also available on the website of the Company http://paulmerchants.net/CSR-Policy.pdf. The annual report on CSR activities is furnished in Annexure D-7, which forms part of this report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year under review. The shares of the Company were previously listed on Delhi Stock Exchange and now w.e.f. 21.04.2015, the shares of the Company are available for trading on Bombay Stock Exchange.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure D-8 and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as Annexure D-9 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis. Hence, provisions of Section 188 (1) are not applicable. However, as these transactions were in the ordinary course of business and on an arm's length basis, in the opinion of the Board these transactions are justified to be executed. The details of these transactions is given in Annexure D-10, which forms part of this report.

During the year, 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. 32 of the Financial Statements.

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 http://paulmerchants.net/Related-Party-Transaction-Policy.pdf.

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 Clause 49 of the Listing Agreement. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is annexed herewith. The Vigil Mechanism cum Whistle Blower Policy is also available on the Company's website http://paulmerchants.net/Vigil%20Mechanism.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT:-

(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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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.

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.

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 are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING AGREEMENT :- The equity shares of the company were earlier listed on the Stock Exchange at New Delhi. Since due to nil trading at Delhi Stock Exchange (DSE) and recognition of DSE being withdrawn by the Securities & Exchange Board of India (SEBI), your Company had filed its application with Bombay Stock Exchange under Direct Listing route for getting the scrips of the Company listed at Bombay Stock Exchange (BSE) with the sole intent of providing liquidity to the existing Shareholders.

In this regard, BSE vide its letter bearing no. DCS/DL/AM/TP/72/2015-16 dated 17-04- 2015 has granted Trading permission for dealing and trading in the scrips of the Company w.e.f. 21.04.2015.

The company has already paid listing fees for the year 2015-2016 to the Bombay Stock Exchange.

CEO/CFO CERTIFICATION

In terms of the requirements of Clause 49 (IX) of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports, 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. About 95% of the issued shares of the Company are already in dematerialized form. M/s Alankit Assignments Limited, New Delhi are acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 26-09- 2014) with the Ministry of Corporate Affairs.

FINANCIAL STATEMENTS

Annual Report 2014-15 of the Company containing complete Balance Sheet, Statement of Profit & Loss, 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 and Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). To others, the Annual Report is being sent by post. Full version of Annual Report 2014-15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website www.paulmerchants.net. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2014-15, upon receipt of written request from you, as a member of the Company.

ACKNOWLEDGEMENT:-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company's 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/-

(SAT PAUL BANSAL) (RAJNEESH BANSAL)

CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

(DIN 00077499) (DIN 00077230)



PLACE: CHANDIGARH

Date: August 13, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you their 30th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 200528.57 161487.34

Depreciation 196.53 182.70

Interest 226.50 285.53

Other Expenditure 197617.61 158462.79

Profit after depreciation but 2487.92 2556.33 before Tax & other & Provisions

Less : Provision for Current Tax (903.99) (841.80)

Add/(Less) : Deferred Tax 64.01 (2.85)

Profit/(Loss) after Tax & Provisions 1647.94 1711.67

Net Profit/(Loss) transferred to Reserves 1647.94 1696.25

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Sarita Rani Bansal and Mr. Rajneesh Bansal, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board deeply regrets to note the sad demise of Mr. Ram K Gupta, the Independent Director of the Company and Chairman of Audit Committee of the Board. Mr. Gupta had a great contribution to the decision making process of the Company and his untimely demise will be a great loss to the Board.

Mr. Ajay Kumar Arora and Mr. Tarsem Garg had been appointed as additional Directors, designated as Independent Directors of the Company on 27-05-2014 by the Board of Directors. They hold office upto the date of the ensuing Annual General Meeting and are proposed to be appointed as Independent Directors by the Members. The Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu had been appointed as Independent Directors of the Company before Companies Act, 2013 came into force. As per the provisions of Section 149 of the Companies Act, 2013, Independent Directors should be appointed for a term of 5 consecutive years and their office should not be liable to retire by rotation. Further, the criteria of independence has also been specified in the Section 149. Therefore, Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu are proposed to appointed as Independent Directors of the Company in the ensuing Annual General Meeting as per provisions of Companies Act, 2013. The Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

In the opinion of the Board, Shri Ajay Kumar Arora, Sh. Tarsem Garg, Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu fulfill the conditions for their appointment as Independent Directors as specified in the Act and the Listing Agreement. Shri Ajay Kumar Arora, Sh. Tarsem Garg, Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu are independent of the management.

Sh Harjinder Singh, who was appointed as an additional Director, designated as Whole Time Director of the Company on 06-11-2013 has resigned from the office of Whole Time Director of the Company on 04-08-2014.

Sh. Surinder Singh Bedi has been appointed as an additional Director, designated as Whole Time Director of the Company on 04-08-2014 by the Board of Directors. He holds office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing him for appointment as Whole Time Director.

The tenure of Sh. Sat Paul Bansal, Chairman cum Managing Director of the Company had ended on 31-03-2014. He has been re-appointed as Chairman cum Managing Director of the Company by the Board of Directors of the Company w.e.f. 01.04.2014 for a term of 5 years. The Board had fixed the remuneration of Sh. Sat Paul Bansal @ 6.5% of the Net Profits of the Company earned during a financial year and computed in terms of Section 198 of the Act, subject to payment of an on- account salary of Rs. 15,00,000/- (Rupees Fifteen Lacs Only) per month w.e.f. 01- 04-2014. His re-appointment and remuneration is subject to approval of the Members of the Company in the ensuing Annual General Meeting and subject to approval of Members to the alternation in Articles of Association of the Company.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-structured the remuneration of Mr. Rajneesh Bansal, the Executive Director of the Company @ 2 % of the Net Profits of the Company earned during a financial year and computed in terms of Section 198 of the Act, subject to payment of an on-account salary of Rs. 5,00,000/- (Rupees Five Lacs Only) per month w.e.f. 01-04-2014. The said revision in the remuneration of Sh. Rajneesh Bansal, Executive Director w.e.f. 01-04-2014 is subject to approval of the Members of the Company

The Board of Directors of the Company has appointed Mrs. Sarita Rani Bansal as Whole Time Director and fixed her remuneration @ Rs. 2,00,000/- (Rupees Two Lacs Only) per month w.e.f. 01-04-2014 subject to approval of the Members of the Company in the ensuing Annual General Meeting

DIVIDEND

Your Directors have decided to reinvest the earnings in the growth of business and for this reason, have decided to not to declare any Dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company''s business

b. Generally in the class of business in which the Company has an interest

Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance in terms of Clause 49 (VI) (i) of the Listing Agreement is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

AUDITORS & AUDITORS REPORT:-

M/s Jain & Associates, Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment as they are eligible for re-appointment. The Company has obtained a Certificate from the Auditors under Rule 4 (1) of The Companies (Audit And Auditors) Rules, 2014. They have also issued a Certificate to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Auditors'' Report being self-explanatory require no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2013-14.

DEPOSITS

The Company has not accepted any Deposits from the Public within the meaning of Section 58 A, of the Companies Act, 1956 and the Rules made there under during the year under review.

AUDIT COMMITTEE

Your Directors wish to inform that provisions of Section 292 A of the Companies Act, 1956 are not applicable to the Company. However, in Compliance with Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted the details of which have been separately given in the corporate governance report. The said Audit Committee has been duly re-constituted in terms of Section 177 the Companies Act, 2013.

NOMINATION & REMUNERATION COMMITTEE, SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTE.

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, the details pertaining to Nomination & Remuneration Committee, Remuneration Policy, Shareholders/Investors Grievance Committee is furnished in the Report on Corporate Governance, which is annexed herewith.

CSR COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee of the Board with the following composition:

1 Sh. Sandeep Bansal Non Executive Director, Chairman of the Committee

2 Sh. Rajneesh Bansal Executive Director, Member

3 Sh. Vigyan Arora Independent Director, Member

Other details of the Committee and CSR Policy is furnished in the Report on Corporate Governance, which is annexed herewith.

VIGIL MECHANISM

The Company has established a Vigil Mechanism in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Clause 49 of the Listing Agreement. The details of the Vigil Mechanism is given in the Corporate Governance Section, which is annexed herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) That in the preparation of the annual accounts for the financial year ending 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the directors have selected such accounting4 policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

DETAILS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

There was no employee drawing the salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 during the year under review as such information in this regard is nil.

COMPLIANCE CERTIFICATE:-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this 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.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has already paid listing fees for the year 2014-2015 to the Delhi Stock Exchange.

The Delhi Stock Exchange, on which the scrips of the Company are presently listed, is in the process of being de-recognized by the Securities & Exchange Board of India. Therefore, your Company has filed a preliminary application with Bombay Stock Exchange under Direct Listing route for getting the scrips of the Company listed at BSE. The Final Application will be filed shortly.

CEO/CFO CERTIFICATION

In terms of the requirements of Clause 49 (V) of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company''s earlier Annual Reports, 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. A Large number of shareholders have already dematerialized their shares. The Alankit Assignments Limited is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

ANNEXURE TO THE DIRECTOR''S REPORT:-

A. Conservation of Energy :

Though energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. Staff of the Company is regularly sensitized about conservation of power.

B. Technology Absorption : Nil

ACKNOWLEDGEMENT-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s 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/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE: CHANDIGARH Date: August 4, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting before you their 29th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2012-2013 2011-2012 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 161487.34 152818.64

Depreciation 182.70 185.90

Interest 285.53 282.54

Other Expenditure 158462.79 149943.68

Profit after depreciation but 2556.33 2406.52 before Tax & other & Provisions

Less Provision for Current Tax (841.80) (805.28)

Add/(Less) : Deferred Tax (2.85) 6.78

Profit/(Loss) after Tax & Provisions 1711.67 1608.01

Net Profit/(Loss) transferred to Reserves 1696.25 1564.69

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sandeep Bansal and Mr. Rajneesh Bansal, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The salary of Mr. Sat Paul Bansal, Chairman cum Managing Director and Mr. Rajneesh Bansal, Executive Director has been revised by the Board of Directors of the Company w.e.f. 01.04.2013 subject to approval of the Members of the Company in the ensuing Annual General Meeting.

DIVIDEND

Your Directors at their meeting held on 28.05.2013, had declared an interim Dividend @ Re. 1.50/- (15%) per equity share of Rs. 10/- each for the financial year ended 31srMarch, 2013. Your Directors have decided to treat the interim dividend as final dividend and the same is submitted for approval of the members.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company''s business

b. Generally in the class of business in which the Company has an interest Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE :-

Report on Corporate Governance in terms of Clause 49 (VI) (ii) of the Listing Agreement is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

AUDITORS & AUDITORS REPORT:-

M/s Jain & Associates, Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment as they are eligible for re-appointment. The Company has obtained a Certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1) of the Companies Act, 1956. Your Directors recommend their reappointment.

The Auditors'' reports being self-explanatory require no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2012-13.

DEPOSITS

The Company has not accepted any Deposits from the Public within the meaning of Section 58 A, of the Companies Act, 1956 and the Rules made there under during the year under review.

AUDIT COMMITTEE

Your Directors wish to inform that provisions of Section 292 A of the Companies Act, 1956 are not applicable to the Company. However, in Compliance with Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted the details of which have been separately given in the corporate governance report.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) That in the preparation of the annual accounts for the financial year ending 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the directors 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 affairs of the company as at 31st March, 2013 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

DETAILS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

There was no employee drawing the salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 during the year under review as such information in this regard is nil.

COMPLIANCE CERTIFICATE :-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this 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.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has already paid listing fees for the year 2013-2014 to the Delhi Stock Exchange.

ANNEXURE TO THE DIRECTOR''S REPORT:-

A. Conservation of Energy :

Though energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. Staff of the Company is regularly sensitized about conservation of power.

B. Technology Absorption : Nil

ACKNOWLEDGEMENT-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s 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/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE: CHANDIGARH Date: August 8, 2013


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting before you their 28th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2011-2012 2010-2011 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 152818.64 123742.53

Profit after depreciation but 2406.52 2170.29 before Tax & other & Provisions

Provision for Taxes 798.50 715.40

Profit after Tax & Provisions 1608.01 1454.89

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ram Krishan Gupta and Mr. Vigyan Arora, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mrs. Sarita Rani Bansal, Mr. Dilbag Singh Sidhu and Mr. Karunasagar have been appointed as Additional directors during the year. The Company has received separate notices under section 257 of the Companies Act for their appointment at the ensuing Annual General Meeting. The Board recommends their appointment as regular directors of the Company.

Mr. Khizer Ahmed, Director has resigned from the Board with effect from 26.02.2012. Your Directors place their appreciation for the valuable services rendered by Mr. Khizer Ahmed during his tenure as independent Director and member of Audit Committee of the Board.

Appointment of Additional Directors and re-appointment of Directors in the ensuing Annual General Meeting has been reviewed by the Nomination Committee.

DIVIDEND :-

Your Directors at their meeting held on 31.03.2012, had declared an interim Dividend @ Re. 1.50/- (15%) per equity share of Rs. 10/- each for the financial year ended 31st March, 2012. Your Directors have decided to treat the interim dividend as final dividend and the same is submitted for approval of the members.

CORPORATE GOVERNANCE

Report on Corporate Governance in terms of Clause 49 (VI) (ii) of the Listing Agreement is annexed and form part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

AUDITORS :-

The Statutory Auditors M/S Jain & associates, Chartered Accountants, Chandigarh, retire at the ensuing Annual General Meeting and have confirmed their eligibility & willingness to accept the office, if re-appointed. Your Directors recommend their reappointment.

AUDITORS'' REPORT:-

The Auditors'' reports being self-explanatory require no comments from the Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) that in the preparation of the annual accounts for the financial year ending 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the directors 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 affairs of the company as at 31st March, 2012 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES: -

The Company has no employee of the category specified in Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS U/S 217(i)(e) :-

i. Conservation of Energy : Nil

ii. Technology Absorption : Nil

iii. Foreign Exchange Earning : Rs. 10743 Crores

iv. Foreign Exchange Outgo : Rs. Nil

COMPLIANCE CERTIFICATE :-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this 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.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has requested the Stock Exchange to send Invoice relating Listing Fee for the current year and on receipt of the Invoice, the same will be paid immediately.

ACKNOWLEDGEMENT :-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s 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/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE : CHANDIGARH Date: August 17, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting before you their 27th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2010-2011 2009-2010 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 7476.18 6434.22

Profit after depreciation but before Tax & other & Provisions 2170.29 1578.99

Provision for Taxes 715.40 550.17

Profit after Tax & Provisions 1454.89 1028.82

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sandeep Bansal and Mr. Rajneesh Bansal, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors of the Company had, subject to the Provisions of Section 198, 269, 309, 310, 311 and all other applicable Provisions, if any, of the Companies Act, 1956 read with Schedule XIII of the said Act, increased the remuneration of Mr. Rajneesh Bansal, the Whole Time Director of the Company from Rs. 3,00,000/- p.m. to Rs. 5,00,000/- p.m. w.e.f. 01-04-2011. The same is submitted for the approval of the Members of the Company.

Mr. Sandeep Bansal, Director of the Company ceases to be the Whole Time Director of the Company and will continue to be an Ordinary Director w.e.f. 01.04.2011

DIVIDEND

Your Directors at their meeting held on 08-03-2011, had declared an interim Dividend @ Re. 1/- (10%) per equity share of Rs. 10/- each for the financial year ended 31st March, 2011. Your Directors have decided to treat the interim dividend as final dividend and the same is submitted for approval of the members.

CORPORATE GOVERNANCE

Report on Corporate Governance in terms of Clause 49 (VI) (ii) of the Listing Agreement is annexed and form part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

AUDITORS :-

The Statutory Auditors M/S Jain & associates, Chartered Accountants, Chandigarh, retire at the ensuing Annual General Meeting and have confirmed their eligibility & willingness to accept the office, if re-appointed. Your Directors recommend their reappointment.

AUDITORS'' REPORT:-

The Auditors'' reports being self-explanatory require no comments from the Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) that in the preparation of the annual accounts for the financial year ending 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the directors 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 affairs of the company as at 31st March, 2011 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES: -

The Company has no employee of the category specified in Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS U/S 217(i)(e) :-

i. Conservation of Energy : Nil

ii. Technology Absorption : Nil

iii. Foreign Exchange Earning : Rs. 8356 Crores

iv. Foreign Exchange Outgo : Rs. Nil

COMPLIANCE CERTIFICATE :-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this 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.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has already paid listing fees for the year 2011-2012 to the Delhi Stock Exchange.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s 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/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE : CHANDIGARH DATED: September 2, 2011

 
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