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Directors Report of PMC Fincorp Ltd.

Mar 31, 2014

The Shareholders,

PMC FINCORP LIMITED

The Directors have pleasure in presenting the 29th Annual Report along with the Audited Accounts of your Company for the year ended on 31st March 2014.

1.FINANCIAL HIGHLIGHTS

Year ended Year ended

31.03.2014 31.03.2013

Gross Income 100,508,331 84,549,482

Total Expenditure 81,641,366 64,270,421

Net Profit for the year 18,866,965 20,279,062

Less: Provision for Tax 6,068,121 5,909,065

Profit after Tax 12,798,844 14,369,906

Add/Less: Deferred Tax Liabilities 8,669 3,892

12,790,175 14,366,104

Profit brought from previous year 20,780,972 17,077,016

Profit available for Appropriation 33,571,147 31,443,120

Proposed Dividend - 6,688,350 Tax on Proposed Dividend - 1,100,578

33,571,147 23,654,192

Transfer to Statutory Reserve 2,773,778 2,873,221

Balance Carried to Balance Sheet 30,797,369 20,780,971

The Company had a strong year aided by robust volume growth, prudent operating cost management and low NPAs. Over the years, our company has steadily broadened its business activities to cover a wide spectrum of services in the financial intermediation space with the basic focus on investment & finance. Though the company is not able to achieve higher net profit but has achieved a growth of 19% in its gross revenue.

2. DIVIDEND

In view of the requirement of funds for the expansion of company, your Directors do not consider it desirable to recommend any dividend in the current year.

3. NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration No. 12.00128 dated 1st April 1998. Your Company has complied with all applicable regulations prescribed by the RBI from time to time.

4. FUTURE OUTLOOK

With the recent change in Government, there is widespread optimism with regard to economic revival and higher growth rate in industry which is back bone for financial sector as well.

Due to the increase in finance space by NBFCs, the RBI''s surveillance has increased. Through its various regulatory measures NBFCs are brought under stricter supervisory regime of RBI. While several steps are being taken to increase the role that the NBFCs play, norms are being strengthened to ensure that there is a strong, transparent and robust non banking financial sector.

PMC Fincorp Limited expects to maintain its performance in FY2015 and hopes to grow at a rate faster than the growth of bank credit. The approach would be to continue with the growth momentum while balancing risk. As before, it will continue to invest in strengthening risk management practices; and in maintaining its investment in technology and human resources to consolidate its position as a leading NBFC in India.

5. BOARD OF DIRECTORS

Mrs. Rekha Modi, Director of the Company retire by rotation and being eligible offer herself for re-appointment. The Board of Directors recommends their re-appointment.

The Company has received Notices under Section 160 of the Companies Act, 2013 from members signifying their intention to propose Mr. Vishnu Bhagwan Aggarwal and Mr. Pramod Gupta as a candidate for the office of Independent Directors up to a date 29th April, 2015.

The Company has also received the requisite disclosures/declarations from Mr. Vishnu Bhagwan Aggarwal and Mr. Pramod Gupta, Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Raj Kumar Modi, Managing Director of the Company re-appointed for a further period of three years with effect from 03rd November, 2014 to 2nd November, 2017

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:

i) In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed except as disclosed and explained in this report.

ii) They had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year on that date.

iii) They had 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.

iv) They had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

7. AUDITORS

M/s M. M. Goyal & Co., Chartered Accountants (FRN: 007198N), the Statutory Auditors New Delhi retire at the ensuing annual general meeting but being eligible offer themselves for re-appointment. The Company has received the letter from the auditors to the effect that their appointment if made it would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 (Erstwhile Section 224(1)(B) of the Companies Act, 1956).

Your Directors recommend re-appointment of M/s M. M. Goyal & Co. as the Statutory Auditors of the Company.

8. AUDITORS REPORTS

The observation of the Statutory Auditors in their reports, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comments and explanations.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The provision of Section 217 (1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption in not applicable on the company. During the year under review their has been no foreign exchange earnings and outgo.

10. PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet.

11. DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE793G01027 has been allotted for the company. Therefore, the member and/ or investors may keep their share holding in the electronic mode with their Depository Participates.

12. SHARE CAPITAL

During the year company has increased its authorized share capital from Rs. 15 Crores to Rs. 25 Crores by creating 2 Crore new equity shares of Rs. 5 each. Further Paid Capital has also been increased from Rs. 13,37,67,000/- to Rs. 24,07,80,600/-.

13. BONUS SHARES

Your Company has issues bonus shares during the year by capitalizing the free reserves. Bonus shares were issued in the ratio of 8(Eight) equity shares for every 10(Ten) equity shares held by the members. Bonus shares were credited to the beneficiary accounts of members with their respective depositories. Where ever the members are holding shares in physical form the shares certificates have already been dispatched to their registered address.

14. ISSUE OF FURTHER CAPITAL THROUGH PRIVATE PLACEMENT

Company has proposed to raise further capital from its promoters by issuing shares through preferential allotment. The same was duly approved by the members in Extra Ordinary General Meeting held on 27th February 2014. Accordingly an offer for issuance of 5 lac warrants convertible in to equity shares at a price of Rs. 500/- per share(including a premium of Rs. 495/- per share) was issued to the promoters. Which is accepted by the promoters. The process of issue of capital is completed in the month of April 2014.

15. SUB-DIVISION OF SHARES

With a view to provide more liquidity to the members of company, The Board has proposed to sub divide the share capital of company from Rs. 5/- per shares to Rs. 1/- per shares. On completion of the process of sub division every member will get 5 shares of Rs. 1 /- each in lieu of every existing share of Rs. 5/- each.

16. CHANGE OF NAME OF COMPANY

The Registrar of Company, Uttar Pardesh has issued Fresh Certificate of Incorporation consequent upon change of name dt. 20th March 2014 confirming the change of name of company from Priti Mercantile Company Ltd to PMC Fincorp Limited.

17. PERSONNEL

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels. We continue to train and motivate our workforce to enhance their contributions, towards the goal of your company.

There has been no employee who has drawn remuneration as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence not applicable.

18. LISTING INFORMATION

The Company''s shares are listed with U.P. Stock Exchange Ltd., Kanpur (U.P.) and BSE Limited, Mumbai. Your company has paid the Annual Listing Fee up to date and there are no arrears. The BSE have nation-wide trading terminals and therefore provide full liquidity to the investors.

19. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clouse 49 of the listing agreement with the stock exchange, a detailed review by the Management of the operations, performance and future outlook of the company and its business, is presented in a separate section- management discussion and analysis and form part of this report.

20. CORPORATE GOVERNANCE REPORT

The company has complied with the requirements of corporate governance as prescribed under clause 49 of the listing agreement with the stock exchanges. A report on Corporate Governance Along with a Certificate from the Statutory Auditors, confirming the compliance, forms part of this Report.

21. COMPLIANCE WITH THE CODE OF CONDUCT

A declaration by the Managing Director affirming compliance with the company''s Code of Conduct by Directors and senior Management for FY14, as required under Clouse 49 of the Listing agreement with stock Exchange is annexed and forms part of this Report.

22. CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2014 is annexed hereto.

23. ACKNOWLEDGEMENT AND APPRECIATION

The Directors place on record their appreciation of the contributions made by the employees at all levels, for achieving better results. The Directors also wish to thank customers, banks, etc. for their continued support. Finally your Directors would like to express their sincere & whole hearted gratitude to all of you for your faith in us in your corporation & never failing support.

By Order of the Board For PMC FINCORP LIMITED

Place : New Delhi (RAJ KUMAR MODI)

Date : 14.07.2014 Managing Director

DIN- 01274171


Mar 31, 2013

To, The Shareholders of PRITI MERCANTILE COMPANY LIMITED

The Directors have pleasure in presenting the 28th Annual Report along with the Audited Accounts of your Company for the year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS

Year ended Year ended 31.03.2013 31.03.2012

Gross Income 84,549,482 84,506,336

Total Expenditure 64,270,421 73,724,582

Net Profit for the year 20,279,062 10,781,754

Less: Provision for Tax 5,909,065 2,611,054

Profit after Tax 14,369,906 8,170,700

Add/Less: Deferred Tax Liabilities 3,892 (1,696)

14,366,104 8,172,396

Profit brought from previous year 17,077,016 16,677,988

Profit available for Appropriation 31,443,120 24,850,384

Proposed Dividend 6,688,350 6,688,350

Tax on Proposed Dividend 1,100,578 1,085,018

23,654,192 17,077,016

Transfer to Statutory Reserve 2,873,221

Balance Carried to Balance Sheet 20,780,971 17,077,016



DIVIDEND

Your Directors are pleased to recommend a dividend of 5% i.e, Rs. 0.25 paise per equity shares of Rs. 5/- for the year ended March 31.2013

REVIEW OF OPERATIONS

The financial year under review was a bad phase for stock market. High inflation, low industrial output, high rates of interest plagued the country''s economy which witnessed the lowest growth of 5% in the decade.

Lack of liquidity in the economy has given a boost to the business of financing and lending and as a result company has also performed well and the revenue from interest has increased by 53%.

Though economic conditions are adverse for finance industries, your company being engaged in fixed return related products has rather encashed the opportunity out of the bad times. As the equities sentiment is muted, people are more interested in fixed income products, it has given an opportunity to your company to perform better in the business of distribution/arrangement of fixed income products and the revenue from such business has grown by 13%.

Net profit for the year was Rs. 143.66 lakhs as against Rs. 81.72 lakhs in FY12.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration No. 12.00128 dated. 1st April 1998.

PUBLIC DEPOSITS

The Company did not invite / accept any fixed deposits during the year within the meaning of Section 58 (A) of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975.

DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE 793G01027 has been allotted for the company. Therefore, the member and/ or investors may keep their share holding in the electronic mode with their Depository Participates.

DIRECTORS

Mrs. Rekha Modi, Director of the Company retire by rotation, being eligible offers herself for re-appointment. The Board of Directors recommends their re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act 1956, relating to the Directors Responsibility Statement it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departure.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the profit of the company for the year ended on that date.

3. The Directors had taken proper and sufficient care for the maintenance of adequate 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.

4. The Directors had prepared the annual accounts on a "going concern" basis.

AUDITORS

M/s M.M.Goyal & Co., the Statutory Auditors retire at the ensuing annual general meeting but being eligible offer themselves for re-appointment. The Company has received the letter from the auditors to the effect that their appointment if made it would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s M.M.Goyal & Co. as the Statutory Auditors of the Company.

AUDITORS REPORTS

The observation of the Statutory Auditors in their reports, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comments and explanations.

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

The provision of Section 217 (1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption in not applicable on the company. During the year under review their has been no foreign exchange earnings and outgo.

PERSONNEL

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels. We continue to train and motivate our workforce to enhance their contributions, towards the goal of your company.

There has been no employee who has drawn remuneration as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence not applicable.

LISTING INFORMATION

The Company''s shares are listed with U.P. Stock Exchange Ltd., Kanpur (U.P.) and BSE Limited, Mumbai. Your company has paid the Annual Listing Fee up to date and there are no arrears.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Clouse 49 of the listing agreement with the stock exchange, a detailed review by the Management of the operations, performance and future outlook of the company and its business, is presented in a separate section- management discussion and analysis and form part of this report.

CORPORATE GOVERNANCE REPORT

The company has complied with the requirements of corporate governance as prescribed under clause 49 of the listing agreement with the stock exchanges. A report on Corporate Governance Along with a Certificate from the Statutory Auditors, confirming the compliance, forms part of this Report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration by the Managing Director affirming compliance with the company''s Code of Conduct by Directors and senior Management for FY13, as required under Clouse 49 of the Listing agreement with stock Exchange is annexed and forms part of this Report.

SUB-DIVISION OF SHARES

The company has sub-divided every equity shares of Rs. 10/- each in two equity share of the Rs. 5/- each during the FY 2012-13.

CHANGE OF NAME

The company has made an application to Reserve Bank of India Kanpur (U.P) for Change of name from Priti Mercantile Company Limited to PMC Fincorp Limited and the same is in process.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2013 is annexed hereto.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement, Corporate Governance, Management Discussion and Analysis and Auditor Report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

ACKNOWLEDGEMENT

The Directors place on record their appreciation of the contributions made by the employees at all levels, for achieving better results. The Directors also wish to thank customers, banks, etc. for their continued support. Finally your Directors would like to express their sincere & whole hearted gratitude to all of you for your faith in us in your corporation & never failing support.

By Order of the Board

For PRITI MERCANTILE COMPANY LIMITED

Place : New Delhi (R. K. MODI) (REKHA MODI)

Date : 29.08.2013 Managing Director Director


Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report along with the Audited Accounts of your Company for the year ended on 31st March 2012.

FINANCIAL HIGHLIGHTS

Year ended Year ended 31.03.12 31.03.11

Gross Income 84,506,336 66,705,291

Total Expenditure 73,724,582 51,448,204

Net Profit for the year 10,781,754 15,257,087

Less: Provision for Tax 2,611,054 3,965,085

Profit after Tax 8,170,700 11,292,002

Less/Add: Deferred Tax Assets/Liabilities 1,696 (10,429)

8,172,396 11,281,573

Profit brought from previous year 16,677,988 15,760,905

Profit available for Appropriation 24,850,384 27,042,778

Proposed Dividend 6,688,350 8,917,800

Tax on Proposed Dividend 1,085,018 1,446,690

Balance Carried to Balance Sheet 17,077,016 16,677,988

DIVIDEND

Keeping in view the improved performance of your Company during the year 2011-12, your Directors recommend a dividend of 5% i.e Rs. 0.50 per equity share for the financial year 2011-12.

PERFORMANCE, RESULTS & BUSINESS

Your Directors are pleased to inform you that your company has achieved spectacular growth in turnover & profit. The resources of the company were optimally utilised to maximise the returns with minimise risk. The proactive & pragmatic approach of the company has reflected in the results.

Your Company continues to get good assignments in the field of financial services. During the year, your company earned a gross income of Rs. 167.49 Lacs from financial services & there is wide scope of development of financial services as advisory, arranger, distributions of mutual fund, debt syndication, private placement, corporate Bonds. Your company is keen to develop this activity. This year your company focused on the retail / inter-corporate loan segment as in earlier year, new loans during the year amounted to Rs. 6216 lacs as against Rs. 5415 lacs for the previous year.

Your company continues to explore good opportunities to invest funds of the company to enhance the shareholders value. Although income from investment activities has demonstrated modest growth during the year but your company has adopted a policy of long term investments, which will definitely give very good results in near future.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company vide Registration No. 12.00128 dated. 1st April 1998.

PUBLIC DEPOSITS

The Company did not invite / accept any fixed deposits during the year within the meaning of Section 58

(A) of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975.

DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE 793G01019 has been allotted for the company. Therefore, the member and/ or investors may keep their share holding in the electronic mode with their Depository Participates.

DIRECTORS

Mr. V.B. Aggarwal & Mr. Pramod Gupta, Directors of the Company retire by rotation, being eligible offers themselves for re-appointment. The Board of Directors recommends their re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act 1956, relating to the Directors Responsibility Statement it is hereby confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departure.

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2012 and of the profit of the company for the year ended on that date.

3. The Directors had taken proper and sufficient care for the maintenance of adequate 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.

4. The Directors had prepared the annual accounts on a "going concern" basis.

AUDITORS

M/s M.M.Goyal & Co., the Statutory Auditors retire at the ensuing annual general meeting but being eligible offer themselves for re-appointment. The Company has received the letter from the auditors to the effect that their appointment if made it would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s M.M.Goyal & Co. as the Statutory Auditors of the Company.

AUDITORS REPORTS

The observation of the Statutory Auditors in their reports, read with notes annexed to accounts, are self explanatory and therefore do not call for the any further comments and explanations.

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

The provision of Section 217 (1)(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption in not applicable on the company. During the year under review their has been no foreign exchange earnings and outgo.

PERSONNEL

Your Directors wish to acknowledge the support and valuable contributions made by the employees, at all levels. We continue to train and motivate our workforce to enhance their contributions, towards the goal of your company.

There has been no employee who has drawn remuneration as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, hence not applicable.

LISTING INFORMATION

The Company's shares are listed with U.P. Stock Exchange Ltd., Kanpur (U.P.) and BSE Limited, Mumbai. Your company has paid the Annual Listing Fee up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2012 is annexed hereto.

CORPORATE GOVERNANCE REPORT

As required by Clause 49 of the Listing Agreement, Corporate Governance, Management Discussion and Analysis and Auditor Report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

ACKNOWLEDGEMENT

The Directors place on record their appreciation of the contributions made by the employees at all levels, for achieving better results. The Directors also wish to thank customers, banks, etc. for their continued support. Finally your Directors would like to express their sincere & whole hearted gratitude to all of you for your faith in us in your corporation & never failing support.

By Order of the Board

For PRITI MERCANTILE COMPANY LIMITED

Place : New Delhi (R. K. MODI) (D. K. GUPTA)

Date : 30.08.2012 Managing Director Director

 
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