PNB Finance & Industries Limited Shares Annual Reports

PNB Finance & Industries Limited Shares

PNB's 129th Annual Report for 2023-2024. **Notice of AGM & Special Business:** The 129th Annual General Meeting (AGM) will be held on Wednesday, July 10, 2024, at 10:30 A.M. IST via Video Conference (VC). The special businesses to be transacted at the meeting include: 1. Amending the objects clause of the Memorandum of Association (MOA). This involves dividing existing Clause 3 into Clause 3(A) (Objects to be Pursued) and 3(B) (Matters Necessary for Furtherance). It also includes new clause 3(A)(a) to emphasize the Company as an investment company, allowing for trading in various securities. It also includes deleting previous sub-clauses (e), (f), (l) and (u). 2. Adopting a new set of Memorandum of Association (MOA) as per the provisions of the Companies Act, 2013. 3. Adopting a new set of Articles of Association (AOA), aligning with the Companies Act, 2013. Notable changes include quorum for general meetings, directors' numbers, director remuneration, provisions for chief executive/financial officers, dividend handling, and article streamlining. 4. Appointing Mr. Victor Alan Carvalho as a Non-Executive Independent Director for a 5-year term (May 28, 2024 – May 27, 2029). Mr. Carvalho's profile is detailed in Annexure 1. The notice also provides details on remote e-voting, participation in the AGM through VC, cut-off dates, proxy provisions (inapplicable for VC AGM), and communication protocols. **Key Personnel & Governance:** The company's board includes Independent Directors such as Ashish Verma, Govind Swarup, Rakesh Dhamani, Saumya Agarwal, and Whole-Time Director Shweta Saxena. Victor Alan Carvalho who was designated as an Independent Director w.e.f. May 28, 2024. Shweta Saxena is the Company Secretary, and Viveka Nand Jha is the Chief Financial Officer. Tarun Verma is the Manager. Auditors are Tanuj Garg & Associates. The registered office is in New Delhi. **Financial Highlights and Company Affairs:** * Standalone profit after tax is ₹542.26 lakhs, while consolidated profit after tax is ₹721.68 lakhs for FY 2023-24. The company hasn't carried on any business activity but invested in mutual funds, fixed deposits, NCDs, government bonds, and equity shares. * The Board recommends carrying ₹20.00 lakh to general reserves and ₹108.45 lakh to special reserve per Section 45-IC of the RBI Act, 1934. The company did not accept public deposits during the review year and will not in the financial year 2024-2025. * Details concerning the transfer of unclaimed dividends to the IEPF, which is due for the amount pertaining to the financial year 2016-17 on November 01, 2024 is given. * The company has paid ₹10.23 Lakhs in CSR, to the Times Foundation, used towards education. * Company Secretary is Balraj Sharma & Associates, Company Secretary in practice. * SEBI had issued 3 Show Cause Notices to the Company and there after SAT had stayed the effect and operation of the said SEBI Orders subject to payment of 25% of the levied penalty(ies) by the Company. **Compliance and Corporate Governance:** * The company adheres to corporate governance requirements. The secretarial audit report, annual return, and other compliance reports have been duly filed and verified. The company has adequate internal financial controls. * The board consists of both executive, non-executive, and independent directors and fulfills the specified criteria. A separate meeting of the independent directors was held. The Company has a policy for evaluating the performance of the Board, its committees, and individual directors. **Industry Overview & Risk Management:** * The Indian economy is exhibiting resilience amidst global challenges. Strong investment activity and a buoyant growth outlook support the economy. However, geopolitical tensions, high debt burdens, and financial stability risks remain concerns. * The company has a risk assessment & minimisation policy. The company manages the risk in order to ensure safety of principal, and high degree of liquidity while maximizing yield. * The company is exposed to normal industry risks such as interest rates, market and operational risks. **Directors’ Responsibility Statement:** The Board confirms that in the preparation of the annual accounts, the applicable accounting standards have been followed, proper care has been taken for adequate accounting records, and internal financial controls are in place. The annual accounts are prepared on a going concern basis. **Auditor's Report:** The auditor's report by M/s Tanuj Garg & Associates, Chartered Accountants, does not contain any qualifications, reservations or adverse remarks. The notes on accounts read with the auditor's report are self-explanatory. **Financial Statement Analysis:** * Audited Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity, and Cash Flow statement information (both standalone and consolidated) are provided in detail. Key ratios like current ratio, Return on Net Worth, etc., have been presented. * The information includes details on share capital, reserves, investments, borrowings, defaults, and contingent liabilities. * Fair value measurements using the three-level hierarchy are disclosed for financial instruments, following applicable accounting standards. **Additional Disclosures:** Additional disclosures are provided as per RBI guidelines, concerning capital adequacy ratio (CRAR) and liquidity coverage ratio (LCR), though the LCR disclosure may not be applicable based on the company's NBFC type and asset size.

PNB Finance & Industries Limited Shares

PNB FINANCE and Industries Limited presents its 128th Annual Report for the financial year 2022-2023. **Notice of the Annual General Meeting (AGM)** The 128th AGM will be held on Wednesday, July 12, 2023, at 10:30 A.M. IST via Video Conference (VC). Ordinary business includes receiving, considering, and adopting the audited financial statements of the Company for the year ended March 31, 2023, along with the Board's and auditors' reports. M/s Tanuj Garg & Associates, Chartered Accountants, are proposed as Statutory Auditors for three consecutive years, from the conclusion of the 128th AGM to the 131st AGM, at a remuneration mutually agreed upon by the Board and the Auditors. Special business involves appointing Mr. Rakesh Dhamani as a Director and reappointing him as an Independent Director for a second term, and appointing Mr. Tarun Verma as a Manager of the Company. The Ministry of Corporate Affairs (“MCA”) has allowed companies to conduct their Annual General Meeting (AGM) through Video Conferencing (VC) which are due in the year 2023. The registered office of the Company shall be deemed to be the venue for the AGM. The Register of Members and Share Transfer Books will be closed from July 06, 2023 to July 12, 2023. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker from July 03, 2023 (9:00 a.m. IST) to July 07, 2023 (5:00 p.m. IST). SEBI mandated updating PAN, KYC, nomination details, bank details, contact details, and specimen signatures for shareholders holding shares in physical form by September 30, 2023. **Board's Report** The Board presents the 128th Annual Report, along with financial statements and auditors' report for the year ended March 31, 2023. Standalone profit after tax is ₹603.13 lakhs, and consolidated profit after tax is ₹179.39 lakhs. The company has not carried on any business activity, having invested surplus funds in debt/equity mutual funds, fixed deposits, corporate deposits, government bonds, and equity shares. The Directors do not recommend dividend. All unpaid or unclaimed dividends are required to be transferred to the IEPF. The Board proposes to carry ₹20.00 lakh to general reserves and ₹120.63 lakh to special reserve. The Company has not accepted any public deposits, and a resolution for non-acceptance during 2023-24 has been passed. Mr. Rakesh Dhamani was re-appointed as a Non-Executive Independent Director for a second consecutive term commencing from April 16, 2023. Mr.Vijay Kumar Bakshi submitted his resignation from the position of Manager. Mr. Tarun Verma was appointed as Manager effective June 01, 2023 for a term of three (3) years. The Board carried out annual evaluation of its own performance. The Board met seven (7) times. All independent directors had given declaration. **Corporate Governance** The Board consists of five directors. Four are non-executive independent directors and one is whole time director. During the financial year under review, seven (7) meetings of the Board and one independent directors' meeting were duly convened and held. The Non-executive directors, apart from receiving sitting fees do not have any other material pecuniary relationship or transaction with the Company. The provisions pertaining to corporate social responsibility as prescribed under the Act are applicable to the Company. The CSR policy may be accessed on the Company's website. Total CSR obligation of the Company for the financial year 2022-23 was ₹ 14.51 Lakhs and Company has contributed the same to the Times Foundation in the month of February 2023. **Management Discussion and Analysis Report** The Indian economy exhibited robust resilience in financial year 2022-23. The Company invests in mutual funds, perpetual bonds, NCD's, corporate deposits, equity shares of quoted and unquoted companies & fixed deposits. The Company has earned net profit of ₹603.13 lakhs during the year 2022-2023. RBI has been continually strengthening the supervisory framework for NBFCs. The uncertainties and volatility in the financial market is a continuing threat to the organizational performance. Your Company is exposed to normal industry risk such as interest rates, market and operational risks. The Company believes in the system of internal controls and has provided for proper checks and control at various operational levels. **Auditor's Report** The opinion is that the financial statements give a true and fair view in conformity with accounting standards. The Company has complied with relevant ethical requirements. The responsibilities for the financial statements lie with the Board of Directors. **Financial Statements (Standalone)** As at March 31, 2023: Total Assets: 1,93,685.26 lakh; Total Liabilities: 71,226.20 lakh; Equity: 1,22,459.06 lakh. Profit/loss for the period 603.13 Lakh. As at March 31, 2022: Total Assets: 1,79,939.02 lakh; Total Liabilities: 68,123.67 lakh; Equity: 1,11,815.35 lakh. Profit/loss for the period 810.59 Lakh. **Financial Statements (Consolidated)** As at March 31, 2023: Total Assets: 3,34,323.30 lakh; Total Liabilities: 68,753.96 lakh; Equity: 2,65,569.34 lakh. Profit/loss for the period 179.39 Lakh. As at March 31, 2022: Total Assets: 3,10,671.73 lakh; Total Liabilities: 66,917.72 lakh; Equity: 2,43,754.01 lakh. Profit/loss for the period 1,116.99 Lakh.