PNB Finance & Industries Limited Shares

Annual Report Summary

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.