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Directors Report of Provestment Services Ltd.

Mar 31, 2015

The Directors take pleasure in presenting this 21st (Twenty First) Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Financial Results of the Company during the Financial Year ended on 31st March, 2015 are as under:

Particulars Financial Year ended

31st March 2015 31st March 2014

Total Income 846,167,725 759,614,497

Total Expenditure 840,253, 578 753,495,364 Profit Before Tax 5,914,147 6,119,132

Current Tax 1,549,430 1,379,630

Deferred Tax (590,030) 241,442

Profit after Tax for the Year 4,954,747 4,498,061

Add: Balance brought forward from previous Year 6,000,000 6,000,000

Surplus available for appropriation 24,659,291 20,161,230

Less: Other Reserves 11,561 -

Add: Share Warrants Forfeited 10,134,235 -

Balance Surplus carried to Balance Sheet 45,736,712 30,659,291

2. Results of Operations and the State of Company's Affairs/ Material Changes

During the year 2014-15, your Company recorded profit before tax of Rs. 59.14 Lacs (previous year Rs 61.19 Lacs). The Income for the year has been increased by 11.39 % to Rs. 846,167,725/- as compared to Rs. 759,614,497/- in 2014. The Profit after tax for the year was Rs. 4,954,747/- as compared to Rs. 4,498,061/- in 2014

3. DIVIDEND

The Board of Directors does not recommend any Dividend for the Financial Year 2014-15.

4. RESERVES

During the year under review, your Company has not transferred any amount to General Reserves. While an amount of Rs. 49, 54, 747/- has been transferred to Reserve and Surplus.

5. SHARE CAPITAL

The Paid-up Equity Share Capital as on March 31, 2015 was Rs. 51, 030, 000/-. During the year under review, the Company has not issued any further Share Capital.

6. FINANCE

Cash and cash equivalent as at March 31, 2015 was Rs. 11,127,129/-. The Company continues to focus on judicious management of its working capital.

6.1 DEPOSITS

The Company has not accepted any Public Deposits during the Financial Year ended 31st March, 2015 and your Board of Directors have also passed the necessary Resolution for non-acceptance of any Public Deposits during the Financial Year 2015-16.

The Company has also complied with the applicable provisions of "Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007" and "Non-Systemically Important Non- Banking Financial (Non-Deposit Accepting or Holding) companies Prudential Norms (Reserve Bank) Directions, 2015".

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review your Company has not given any Loans, Guarantees or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013(the Act). However, the company had provided corporate guarantee during Financial Year 2013-14 (Equivalent INR 1,62,80,000 as on 31.03.2015) favoring UBS AG Switzerland on behalf of Pro Labels Private Limited.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

8.1 CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors at its meeting held on March 31, 2015 has appointed Mr. Anil Bhat and Mr. Gurcharan Dass Bhalla as Additional Director of the Company, subject to the approval of the shareholders of the Company at the ensuing 21st Annual General Meeting.

Further, Pursuant to Section 152 of the Companies Act, 2013 (the Act), Mr. Gurcharan Dass Bhalla (DIN: 02735042), shall retire by rotation at the ensuing 21st Annual General Meeting and being eligible offer himself for reappointment.

The Board of Directors of the Company recommends the regularization of Mr. Gurcharan Dass Bhalla as Director of the Company, liable to retire by rotation and appointment of Mr. Anil Bhat and Mr. Gurcharan Dass Bhalla as Directors of the Company.

8.1 BOARD EVALUATION

Pursuant to the provisions of Section 134 and 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a mechanism for evaluating the performance of Independent Directors, Board, Committees and other individual Directors. On the basis of the said mechanism, the Board has evaluated the performance of Committees of Board, individual directors and Board as a whole.

The Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors and the Board as a whole on the basis of the criteria specified in Board Evaluation Mechanism (Mechanism) as approved by Board in its meeting held on March 31, 2015. The Board based on the recommendations of NRC and criteria specified in the Mechanism evaluated performance of individual Directors on the Board. The Board also evaluated the performance of various committees and Board as a whole taking into account inputs received from individual Directors/ committee members and criteria specified in the Mechanism.

The Independent Directors in their separate meeting which was later noted by Board of Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole.

8.2 DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 and Clause 49 of Listing Agreement.

8.3 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the period under review, Fourteen Meetings of Board of Directors were held on April 1, 2014; May 14, 2014; May 30, 2014; July 10, 2014; July 24, 2014; August 9, 2014; August 19, 2014; September 2, 2014; October 1, 2014; November 8, 2014; November 22, 2014; December 31, 2014; February 2, 2015; March 31, 2015. The gap between any two Board Meetings did not exceed 120 days.

As per the provisions of Section 149 of the Companies Act, 2013 (the Act) read with Schedule IV (Code for Independent Directors), the Company is required to hold at least one meeting in year, without the attendance of Non-Independent Directors and Members of the Management.

During the year, one Meeting was held on March 31, 2015 under the Chairmanship of Mr. Anil Lakhani, Independent Director.

8.4 FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

The Board members are provided with necessary documents/articles, reports and internal policies to enable them to familiarize with the Company's procedures and practices to understand its business in depth and contribute to the Company.

The policy on familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.provestment.net.

9. BUSINESS RISK MANAGEMENT

The Company has process in place to identify and assess business risks and opportunities in the form of a Risk Assessment Policy. The Policy was adopted by the Board of directors at its Meeting held on March 31, 2015. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report (MDA) 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.

11. COMMITTEES OF THE BOARD

A) Audit Committee: The Composition of the Committee is as per the following particulars:

S. No. Name of the Member Category

1. Mr. Anil Lakhani Non-Executive & Independent Director

2. Mrs. Anjali Khurana Non-Executive & Independent Director

3. Mr. Vinod Ralhan Non- Executive Director

All the recommendations made by the Audit Committee have been accepted by the Board.

B) Nomination & Remuneration Committee: The Composition of the Committee is as per the following particulars :

S. No. Name Category

1 Mr. Anil Lakhani Non-Executive & Independent Director

2 Mrs. Anjali Khurana Non-Executive & Independent Director

3 Mr. Vinod Ralhan Non- Executive Director Nomination and Remuneration Committee vide its resolution dated March 31, 2015 has formulated the Nomination & Remuneration Policy, inter alia, for appointment and remuneration of the directors, key managerial personnel and other employees. The policy has been approved by the Board at its Meeting held on March 31, 2015. The said Policy is attached herewith as Annexure I.

C) Stakeholders Relationship Committee: The Composition of the Committee is as per the following particulars:

S. No. Name Category

1 Mr. Vinod Ralhan Non-Executive Director

2 Mr. Anil Lakhani Non-Executive & Independent Director 3 Mrs. Anjali Khurana Non-Executive & Independent Director

12. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, M/s SAAB Travel & Tours have ceased to be a subsidiary of the company.

The Company has no Subsidiary / Joint Ventures/ Associate Companies as on 31st March, 2015. As such the company is not required to consolidate its account with any other company.

As per the Companies (Accounts) Rules, 2014, the Company is not required to consolidate its Financial Results with the Associate Companies for the Financial Year ended March 31, 2015.

13. AUDITORS & AUDITORS REPORT

13.1 STATUTORY AUDITORS

M/s Ahuja Arun & Co. (FRN: 012985N), Chartered Accountants, the Statutory Auditors of the Company holds the office until the conclusion of 21st Annual General Meeting (AGM) and, they being eligible are recommended for reappointment as Statutory Auditors of the Company from the conclusion of 21st AGM till the conclusion of 22nd AGM to be held in the year 2016.

The Company has received a Certificate from them to the effect that their appointment, if made, would be as per the requirements specified under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Notes on Accounts read with the Auditors' Reports are self-explanatory and therefore, do not call for any further comments or explanations. The Statutory Auditor's Report does not contain any qualification, reservation or adverse remark.

13.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. M B & Co., Company Secretaries, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure II".

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

Provisions relating to disclosure of particulars with respect to Conservation of Energy are not applicable on the Company and it has no information to be published regarding Technology Absorption. The Company has not carried on during the period under report any activity relating to exports and has not used or earned any foreign exchange.

15. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Act, with regard to Corporate Social Responsibility (CSR) are at present not applicable on the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provision of section 177 of the Act and Clause 49 of the Listing Agreement, the Company has established Whistle Blower Policy/Vigil Mechanism for directors and employees to report their genuine concerns. The Whistle Blower Policy/Vigil Mechanism is available at the website of the Company www. provestment.net

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the Stock Exchange, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report, attached at Annexure III.

19. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into by the Company during the financial year were on an Arm's Length Basis and were in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions is available at the website of the Company i.e. www.provestment.net. The details of Related Party Transactions have been provided in Form AOC -2 marked as Annexure IV.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts, which would impact the going concern status of the Company and its future operations.

21. PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom the statement under Section 197 of the Act is required to be furnished. Other details as per Section 197 of the Act are attached herewith as Annexure V.

22. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act, that:

(a) in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2015, 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 2014-15 and of the Profit and Loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure VI.

24. ACKNOWLEDGEMENT

The Directors acknowledge with appreciation, the cooperation and assistance received from the Government, Banks, Authorities and other Business Constituents and arcade during the year.

The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for their continuous support given by them to the Company at all levels during the period under report.

Your Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the co- operation & assistance received from the shareholders. The Board acknowledges your confidence and continued support and looks forward for the same in future as wel

On behalf of the Board of Directors

For PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/-

(Deepika Rajput) (Anil Lakhani) (Praveen Bhatia)

Company Secretary Director Director

(PAN: AMUPD4639A) (DIN: 00450542) (DIN: 00147498)

(Add: H No. 200, 3rd Floor, (Add: A-16/1, Rishi Apartment, (Add:W-12/30,

Bhai Parmanand Colony 282/1, Saket, Meerut, DLF-3, Gurgaon,

East,Delhi-110009) U.P-250001) Haryana-122001)

Place: New Delhi

Date: 02.09.2015


Mar 31, 2014

Dear Members,

PERFORMANCE:

The Directors have pleasure to present the 20 Annual Report along with audited accounts of the Company for the period ended 31 March, 2014.

CONSOIDATED FINANCIAL DATA ;

(IN Rs.) Current Year (2013-2014)

Turnover 825942101

Other Income 10879879

Less: Operating Cost 816597035

Less: Financial Cost& 10879685

Profit before Depreciation 9345260

Less: Depreciation 3063601

Profit/ (Loss) before tax 6281660

Less: Provision for tax 1410600

Less: Deferred Tax 4271475

Less: Transfer to Reserves _

Profit/ (Loss) after tax and appropriation 4599585

Less: Share of Profit transferred to Minority Interest 14178

Profit/(Loss) after adjustment for Minority Interest 4585407

Opening Balance of Profit/(Loss)j: 20267889

General and Capital Reserve 6190814

Reserve and Surplus to be carried to Balance Sheet 31044110

STAND ALONE FINANCIAL DATA

(In Rs.) Current Year Previous Year (2013-2014) (2012-2013)

Turnover 748940303 402681346

Other Income 10674194 9127892

Less: Operating Cost 740864207 396508315

Less: Financial Cost 9869990 7019652

Profit before Depreciation 8880299 8281271

Less: Depreciation 2761167 2461791

Profit/ (Loss) before tax 6119132 5819480

Less: Provision for tax 1379630 1395410

Less: Deferred Tax 241442 276930

Less: Transfer to Reserves - 1500000

Profit/ (Loss) after tax and appropriation 4498061 2647140

Opening Balance 20161230 17514090

General Reserve 6000000 6000000

Reserve and Surplus to be carried to Balance Sheet 30659291 26161230



REVIEW OF PERFORMANCE:

During the year under review, the performance of the Company was satisfactory and the Company continued to maintain the track record of earning profit. The total Turnover achieved by the Company during the year under review is Rs.74.89 Cr. Considering the present position of the Company the directors are of the opinion that the Company has the good potential and adequate resources to achieve the fast rate of growth in the coming year.

During the year 2013-2014, your Company recorded profit before tax of Rs. 61.19 Lacs (previous year Rs 58.19 Lacs). Although the Company is doing well, profit is also on the higher side in comparison to last year in spite of stiff competition in the market.

DIVIDEND

The Directors in view of the current scenario to carry out the future plans it is necessary to conserve the resources. Your directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend for the year ended 31 March 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 (now the Companies Act, 2013) and Articles of Association of the Company Sh. Vinod Ralhan retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment. During the Year Mr. Raj Kumar Ram Rakhiyani has been appointed as an Additional Director on 13.11.2013 and has resigned on 13.02.2014. Also Mrs. Anjali Khurana has been appointed as Additional Director on 13.02.2014 as an independent Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31 March 2014 the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That 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 financial year and of the profit of the Company for the year under review;

(iii) That 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;

That Director has prepared the annual accounts for the financial year ended 31 March, 2014 on a going concern'' basis.

FIXED DEPOSITS

The Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules, 1975.

DEMATERIALIZATION OF EQUITY SHARES

The company''s equity shares are available for trading in the Depository system of both the National Securities Depository Limited (NSDL) and the central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the company is INE438C01010. The Demat status of the Company as on March 31, 2014 is as under:-

Particulars No of Shares Percentage

Electronic Mode

NSDL 3184107 62.40

CDSL 802320 15.72

Total Demat Holding 3986427 78.12

Physical Mode 1116573 21.88

Total Shares 5103000 100.00

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Report on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated 30.05.2014 of the Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,1975 as amended up-to- date.

AUDITORS

Ahuja Arun & Co. ,Chartered Accountants, the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Company has received audit report from Ahuja Arun & Co., Chartered Accountants and your directors do not observe any adverse remark therein.

INDUSTRIAL RELATIONS

During the year under review, your Company had amiable and pleasant industrial relations at all levels of the Organization.

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

The information required under Section 217 (1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

THE YEAR IN RETROSPECT

PROFOREX MONTHLY NEWS LETTER

As your Company is RBI authorized Full Fledged Money Changers operating in India. Now, we have completed 11 years of serving newsletter to our clients, around 3000 copies every month to all business segments such as exporters, MNC''s, professional organizations, traders, travel agents, Government organizations and other corporate and has gained substantial recognition. Now the Company has decided to send these newsletters through email to our clients in view to keep the environment green and to save paper.

PACKAGING EXHIBITIONS:

Your Company is specialized in providing consultancy services for clients engaged in the packaging industry for their end to end requirements. The Company provides new ideas, concepts and new avenues for the corporate in the packaging industry. We are also specialized in organizing tours to world''s largest Packaging Exhibitions like K-PLAST, INTERPACK, DRUPA, PACK EXPO, CHINA PLAS and many other International exhibitions. The Company is also providing consultancy to clients who include Travel Tickets and its supplements and also business travel activities effectively in a manner which facilitate substantial reduction in their travel cost related to Pharma Industries. The main exposure of CPHI which took place in China and Switzerland. Recently focused consultancy is on CPHI exhibition to be held in Paris Nord Villepinte, France, Tokyo, Istanbul, Russia, South America, South East Asia and Korea.

WEBSITE:

Your company with a view to strengthen its brand image and also offer its prospective customers ease of navigation, had revamped its website, www.provestment.net and the website now neatly categorizes various businesses carried out by your company. The Company has also doing our business under the Trade Mark proyatra.com for its business to establish its brand in the market.

BSE INDONEXT LISTING AND TRADING:

The Shares of the Company has been traded at BSE under INDONEXT SEGMENT.

TRAVEL INDUSTRY: A RETROSPECT

The current scenario witnesses a drastic and marvelous change in travelling industry and the day is not far when travelling industry will be at apex. There are various reasons behind that like:

¦S The Ministry of Tourism, through a tie-up with various state tourism boards, continues to push travel and tourism with the help of television commercials. The Ministry has played an important role in the development of the industry, initiating advertising campaigns such as the ''Incredible India'' campaign, which promoted India''s culture and tourist attractions in a fresh and memorable way. The campaign helped create a colorful image of India in the minds of consumers all over the world, and has directly led to an increase in the interest among tourists.

¦S Travelling is no longer limited to a single annual holiday with the family. Customers have started to travel for adventure sports, photography, wildlife, heritage, buildings and more.

¦S Travel and tourism became one of the pillars in the growth of GDP of the country during the year.

India''s tourism industry is experiencing a strong period of growth, driven by the burgeoning Indian middle class, growth in high spending foreign tourists, and coordinated government campaigns to promote ''Incredible India''.

India''s travel and tourism industry is one of them most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange

EXPANSION IN TRAVEL VERTICAL

Your Company realized the need for having all travel related services to cater to all types of clients and to improve more top line and bottom line of the Company. With this objective in mind, the Company has started FIT division (Free Independent Travel), GIT Division (Group Incentive Tours) along with specialized services to Corporate Clients. This has been very effective and the Company has added reputed Corporate Clients.

ONLINE TRAVEL PORTAL:

Because of the importance of online travel portal and its convenience to the customers to book Air Tickets at their comfort and even to pay online, the Company has already launched the travel portal www.proyatra.com. The response is very positive and will expect to grow in coming years. The Company has also applied for trade Mark Proyatra.com to establish company''s Brand in the market.

BRANCHES FOR FFMC:

Your Company, during the year has obtained License from Reserve Bank of India to open new branches at South Extension in addition to existing Branches in New Delhi, also at Gurgaon in Haryana and Indira Puram in Ghaziabad. Now the Company has decided to open around 50 branches all over India during the year to expand its business. These branches would focus on all travel needs of the customers even in India and abroad too.

FOREX BUSINESS:

Your Company is an RBI approved Foreign Exchange dealer and has been doing handsome business in currency conversion for clients. We wish to provide single window service to our clients which includes Air Tickets-both domestic and International, Currency Conversion, Visa Assistance. We have already opened additional branches in New Delhi, in Gurgaon and Indrapuram and are planning to open more branches to enhance the facilities of foreign exchanges.

OVERSEAS OFFICES:

The Company has been planning to open offices in overseas countries mainly in Bangkok, Pattaya, China and Hongkong etc. to promote the travel business. This would enable interactions with the suppliers directly and offer best rates for hotels, transport and cruise for the Indian tourist traveling abroad.

EXPANSION OF BUSINESS IN POWER TRADING:

Because of the importance of the electricity in the market, it has been decided that to start up a new venture in a company by diversifying its business to POWER TRADING. It is assumed that the response will be very positive and will expect to grow in coming years.

ACKNOWLEDGEMENTS:

The Directors acknowledge with appreciation, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents and arcade during the year.

The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for their continuous support given by them to the Company at all levels during the period under report.

On behalf of the Board FOR PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/- (DEEPIKA RAJPUT) (ANIL LAKHANI) (PRAVEEN BHATIA) COMPANY SECRETARY DIRECTOR WHOLETIME DIRECTOR

Date: 02.09.2014 Place: New Delhi


Mar 31, 2012

The Directors have pleasure to present the 18th Annual Report along with audited accounts of the Company for the period ended 31st March, 2012.

FINANCIAL DATA

(In Rs.)

Current Year Previous Year (2011-2012) (2010-2011)

Profit before Depreciation 7157319 8325665

Less:- Depreciation 1579826 1530433

Profit/(Loss) before Tax 5577493 6795232

Less:- Provision for Tax 1062791 1520026

Less: Deferred Tax 795133 387684

Less: Transfer to Reserves 1500000 1500000

Profit/(Loss) after tax and 2219569 3387522 Current Year Previous Year (2011-2012) (2010-2011)

appropriation

Opening Balance 15294522 11907000

General Reserve 4500000 3000000

Reserve and Surplus carried to Balance 22014091 18294522

REVIEW OF PERFORMANCE

During the year 2011-12, your Company recorded profit before tax of Rs.55.77 Lacs (previous year Rs 67.95 Lacs). Although the Company is doing well but due to stiff competition in the market and reduction in commission on sale of tickets by the airlines companies our profit turns down this year.

DIVIDEND

The Directors in view of the current scenario to carry out the future plans it is necessary to conserve the resources. Your directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend for the year ended 31st March 2012.

DIRECTORS

In accordance with the provisions of The Companies Act, 1956 and Articles of Association of the Company Sh. Gaurav Bhatia retire by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Mr. Gurdev Singh Vedi has resigned during the year. (Resignation w.e.f. 31.12.2011).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st march 2012 the applicable accounting standards had been followed and no material departure have been made from the same;

(ii) That 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 financial year and of the profit of the Company for the year under review;

(iii) That 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;

(iv) That Director has prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

FIXED DEPOSITS

The Company has not accepted any deposit covered by Companies (Acceptance of Deposit) Rules, 1975.

DEMATERIALIZATION OF EQUITY SHARES

The company's equity shares are available for trading in the Depository system of both the National Securities Depository Limited (NSDL) and the central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL and CDSL to the company is INE438C01010. The Demat status of the Company as on March 31, 2012 is as under:-

Particulars No of Shares Percentage

Electronic Mode

NSDL 3500645 68.600

CDSL 340782 6.678

Total Demat Holding 3841427 75.278

Physical Mode 1261573 24.722

^Total Shares 5103000 100.00

CORPORATE GOVERNANCE

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Clause 49 of the Listing Agreement of the Stock Exchanges. Separate Report on Corporate Governance and Management Discussion & Analysis are included in the Annual Report and Certificate dated 14.08.2012 of the Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.



AUDITORS

Ahuja Arun & Co. ,Chartered Accountants, the existing auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re- appointment. The Company has received audit report from Ahuja Arun & Co., Chartered Accountants and your directors do not observe any adverse remark therein.

INDUSTRIAL RELATIONS

During the year under review, your Company had amiable and pleasant industrial relations at all levels of the Organization.

SUBSIDIARY COMPANY

There was no Subsidiary Company during the year under review.

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

The information required under Section 217 (1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

THE YEAR IN RETROSPECT

PROFOREX MONTHLY NEWS LETTER:

As your Company is RBI authorized Full Fledged Money Changers operating in India. This year we have completed 8 years of serving newsletter to our clients around 3000 copies every month to all business segments such as exporters, MNC's, professional organizations, traders, travel agents, Government organizations and other corporate and has gained substantial recognition.

PACKAGING EXHIBITIONS:

Your Company has also been carrying on end to end travel services for Packaging Exhibitions for clients engaged in the packaging industry. These Exhibitions include Drupa in Germany and CPHI in Shanghai etc.

WEBSITE:

Your company with a view to strengthen its brand image and also offer its prospective customers ease of navigation, had revamped its website, www.provestment.net and the website now neatly categorizes various businesses carried out by your company.

BSE INDONEXT LISTING AND TRADING:

The equity shares of the Company has been traded at the traded at BSE under INDONEXT SEGMENT w.e.f. 10th June, 2011 after obtaining its

principal approval for trading of 51,03,000 fully paid up equity shares of the Company.

TRAVEL INDUSTRY: A RETROSPECT

The recent global financial meltdown is definitely going to have an impact on the Indian economy as well and the tourism is usually a casualty in such troubled times. However, the Indian domestic and outbound travel industry still remains strong and is expected to tide over the crisis period much better. We have no doubts that given the proper importance and direction, the tourism and hospitality industry has the potential to emerge as the single largest employer in the country in the coming years.

FUTURE TRENDS IN INDIAN TRAVEL INDUSTRY

- Travel is the largest e-commerce category in India.

- Dynamic Packages by tour and travel agents will be one of the growth drivers for the industry this year.

- India is one of the most prospective markets for tourism in the world. There are so many India travel packages offered by India Tourism for foreigners all over India.

- India with its 8 per cent GDP growth rate and stable economy has witnessed an all around development, especially in the travel and tourism sector.

- In coming years, India will surely maintain and strengthen its positioning as a world tourism destination, thanks to the government and tourism initiatives and other such campaigns.

EXPANSION IN TRAVEL VERTICAL

Your Company realized the need for having all travel related services to cater to all types of clients and to improve more top line and bottom line of the Company. With this objective in mind, the Company has started FIT division (Free Independent Travel), GIT Division (Group Incentive Tours) along with specialized services to Corporate Clients. This has been very effective and the Company has added reputed Corporate Clients.

ONLINE TRAVEL PORTAL:

Because of the importance of online travel portal and its convenience to the customers to book Air Tickets at their comfort and even to pay online, the Company has launched the travel portal www.proyatra.com during the year. The response is very positive and will expect to grow in coming years.



BRANCHES FOR FFMC:

As your Company has obtained License from Reserve Bank of India to open four branches at Indira Puram (Ghaziabad), Jallandhar, Amritsar and Indore for full fledge money changers. This is to inform you that the operation at all the branches has started during the year. These branches would focus on all travel needs of the customers.

FOREX BUSINESS:

Your Company is an RBI approved Foreign Exchange dealer and has been doing handsome business in currency conversion for clients. We wish to provide single window service to our clients which includes Air Tickets-both domestic and International, Currency Conversion, Visa Assistance. We have already opened four branches in India to enhance the facilities of foreign exchanges.

OVERSEAS OFFICES:

The Company has been planning to open offices in overseas countries to promote the travel business. This would enable interactions with the suppliers directly and offer best rates for hotels, transport and cruise for the Indian tourist traveling abroad.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Government Departments, Company's Bankers for the assistance, co- operation and encouragement they extended to the company. For the continuing support and unstinting efforts of Investors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance, your directors also wish to place on records their sincere thanks and appreciation.

On behalf of the Board FOR PROVESTMENT SERVICES LIMITED

Sd/- Sd/- Sd/-

(DEEPIKA RAJPUT) (ANIL LAKHANI) (PRAVEEN BHATIA)

COMPANY SECRETARY DIRECTOR WHOLETIME DIRECTOR

Date: 14.08.2012 Place: New Delhi

 
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