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