Annual Report: 2023
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.
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