To the Members of P H Capital Limited,
The Board of Directors ("Board") of P H Capital Limited ("Company") are pleased to present the 51st Annual Report and the Audited Financial Statements for the Financial Year ("FY") ended 31st March 2024.
1. Financial Results
The salient features of your Company's working for the year ended 31st March 2024 are as under: (Rs. In Lakhs)
2. Operations
During the FY ended 31st March 2024, your Company has recorded total revenue in lakhs of Rs 16,132.45/- as compared to Rs. 7,613.34/- for FY ended 31st March 2023 and net profit in lakhs of Rs. 2,012.87/- as compared to net loss of Rs. 375.77/- for FY ended 31st March 2023.
3. Change in Nature of Business
There was no change in the nature of business of your company during the FY ended 31st March 2024.
4. Dividend
The Company declared an interim dividend of Rs.0.25 (Twenty-Five Paisa) per equity share.
In order to conserve the resources of the Company and considering the future Business Plan of the Company, the Board has not recommended any final dividend on the Equity Shares of the Company for the FY ended 31st March 2024.
5. Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of your Company which have occurred between 31st March 2024 and the date of the Directors Report.
6. Transfer to Reserves
The Company did not transfer any amount to the General Reserves.
7. Share Capital
The Authorised Share Capital of your Company is Rs. 4,00,00,000/-. The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on 31st March 2024, was Rs. 3,00,01,000/- comprising 30,00,100 Equity Shares of Rs.10/- each.
There were no changes in the share capital during the year.
8. Deposits
The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during FY 2023-2024 and till the date of Director's Report.
9. Subsidiary/Associate/ Joint Venture Companies
The Company does not have any Subsidiary / Associates / Joint Venture company.
10. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular no SEBI/CFD/CMD/CIR/P/2017/004 dated 5th January 2017, the Board of Directors have carried out an annual performance evaluation of its own performance, its Committees, the Directors individually including Independent Directors (wherein the concerned Director being evaluated did not participate) based on the criteria and framework mentioned below:
The Board reviewed the performance of each of the Board Committees based on the following criteria:
Function and Duties:
• The Board Committees are appropriately constituted.
• The terms of reference for the Board Committees are appropriate with clear defined roles and responsibilities
• The composition of the Board Committees is in compliance with the legal requirement.
• The amount of responsibility delegated by the Board to each of the Board Committees is appropriate.
• The reporting by each of the Board Committees to the Board is sufficient.
• The performance of each of the Board Committees is assessed annually against the set goals of the committees.
• The terms of reference are adequate to serve committee's purpose.
• The Board Committees regularly reviews its mandate and performance.
• Board Committee takes effective and proactive measures to perform its functions.
Management Relations
• Board Committees gives effective suggestions and recommendations.
• Board Committee meetings are conducted in a manner that encourages open communication and meaningful participation of its members
Committee Meetings and Procedures
• Board Committee meetings have been organized properly and appropriate procedures were followed in this regard.
• The frequency of the Board Committee meetings is adequate
• Board Committees makes periodical reporting to the Board along with its suggestions and recommendations.
The Board considered and discussed the inputs received from the Directors.
The Nomination and Remuneration Committee reviewed the performance of Whole Time Director based on the following criteria:
• Attendance, participations in the Meetings and timely inputs on the minutes of the meetings.
• Contribution towards growth of the Company including actual vis-a-vis budgeted Performance.
• Leadership initiative, like new ideas and planning towards growth of the Company and steps initiated towards Branding of the Company.
• Adherence to ethical standards & code of conduct of Company.
• Team work attributes and supervising & training of staff members.
• Compliance with policies, reporting of frauds, violation etc. and disclosure of interest.
• Safeguarding of interest of whistle blowers under vigil mechanism and Safeguard of confidential information.
The Nomination and Remuneration Committee reviewed the performance of each of the Non-Executive Director ("NED") and Independent Directors ("ID") individually based on the following criteria:
• Attendance at Meetings - attendance at Board Meetings, AGMs, Committee meetings.
• Other Directorships held by the NED & ID – in listed or unlisted companies
• Other companies in which NED & ID is a Chairperson
• Participation at Board/Committee meetings
• Input in strategy decisions
• Review of Financial Statements, risks and business performance
• Time devoted towards discussion with Management
• Review of Minutes – Board Minutes, Committee meeting minutes and AGM Minutes
The Board approved the evaluation results as collated by Nomination and Remuneration Committee ("NRC").
Also, the Independent Directors at their meeting held on 29th January, 2024 reviewed the following:
• Performance of Non-Independent Directors and the Board and the Committee as a whole.
• Performance of the Chairperson of the Company.
• Assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.
The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions.
The evaluation process endorsed the Board Members confidence in the ethical standards of your Company, the cohesiveness that exists amongst the Board Members, the two-way candid communication between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.
11. Director & Key Managerial Personnel and any Change thereof:
As of March 31, 2024, your Company's Board had four Directors comprising of 1 (one) Whole-time Director, 1 (one) Non-Executive Non-Independent Woman Director and 2 (two) Non – Executive Independent Directors.
Your Company has received declarations from the Independent Directors viz. Mr. Roshan Jain and Mr. Prashant Chaturvedi stating that, they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
Mr. Roshan Jain will retire as an Independent Director of the Company with effect from 30th September 2024 due to expiration of second tenure.
Mr. Sougata Sengupta (DIN: 00614643) was appointed as an Additional Independent Director on the Board of the Company with effect from 29th August, 2024. The Board of Directors of the Company at their meeting held 29th August, 2024 have recommended his appointment to the shareholders of the Company for their approval at the Annual General Meeting scheduled to be held on 27th September, 2024.
A brief profile along with the necessary documents, of Mr. Sougata Sengupta is annexed to the Notice convening the Annual General Meeting scheduled to be convened on 27th September, 2024.
Retirement by Rotation:
In accordance with Section 152 of the Companies Act, 2013 ("Act"), read with rules made there under and Articles of Association of your Company, Mrs. Sejal R Dalal (DIN: 01723369), Non-Executive Non-
Independent Woman Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment. A resolution seeking approval of the members for her re-appointment forms part of the Notice of 51st AGM of the Company.
Independent Directors
Your Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and your Company's Code of Conduct. The Board is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, infrastructure, banking, insurance, financial services, investments, mining and mineral industries and e-marketing and they hold highest standards of integrity.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder, the Key Managerial Personnel of your Company as on 31st March, 2024 are:
i. Mr. Rikeen P Dalal, Whole-time Director ii. Mr. Samir Desai, Chief Financial Officer iii. Mr. Saurabh Singh, Company Secretary & Compliance Officer (Resigned w.e.f. 04th August, 2023)
iv. Ms. Yashdha Neema, Company Secretary and Compliance Officer (Appointed w.e.f 10th August, 2023)
12. Director's Responsibility Statement
In accordance with the provision of section 134(5) of the Companies Act, 2013, the Board confirms and submits the Director's Responsibility Statement:
a) In the preparation of the Annual Accounts for the year ended 31st March 2024, the applicable Accounting Standards have been followed along with proper explanations relating to material departures.
b) They have 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 2024 and of the profit of the Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.
13. Meetings
A. Board Meetings
Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The Board duly met for 5 (Five) times during the FY 2023-2024 i.e from 1st April, 2023 to 31st March, 2024. The dates on which meetings were held are as follows:
The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 / Companies Act, 2013.
The composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:
B. Committee Meetings
(i) Audit Committee
(ii) Nomination & Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Corporate Social Responsibility (CSR) Committee
Further all the details of the above mentioned Committee's, terms of reference, meeting dates and the other relevant details are given in the Corporate Governance Report filed by the Company with the Stock Exchange's .
C. Shareholders Meeting:
There were 2 (Two) Shareholders Meeting held during the FY 2023-24, the details of which are as follows:
? The Extra-Ordinary General Meeting of the Company was held on Friday, 7th July, 2023 at 3:30 P.M. IST through video conference/other audio-visual mode for which the registered office of the company situated at 5-D, Kakad House, 5th floor, A-wing, Opp. Liberty Cinema, New Marine Lines, Mumbai –400020 shall be deemed as the venue for the meeting.
? The Annual General Meeting of the Company was held on Wednesday, 27th September, 2023 at 2:00 P.M. IST through video conference/other audio-visual mode for which the registered office of the company situated at 5-D, Kakad House, 5th floor, A-wing, Opp. Liberty Cinema, New Marine Lines, Mumbai – 400020 shall be deemed as the venue for the meeting.
14. Particulars of Loan, Guarantees and Investments
During the FY 2023-2024, the Company had not granted any loan or provided any guarantees under Section 186 of the Act and rules thereunder. The details of the investments made by the Company are given in the notes annexed to the Financial Statements.
15. Internal Financial Control System
Your Company has in place, adequate systems and procedures for implementation of Internal Financial Control across the organization which enables the Company to ensure that the controls are operating effectively. Your Company has put in place robust policies and systems, which inter-alia, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors.
16. Details of establishment of Vigil Mechanism/Whistle Blower Policy
Further, in compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Whistle Blower Policy. The Company's vigil mechanism / Whistle blower Policy aims to provide the appropriate platform for Whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations including the Company's code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the company, Code of Fair Practices and Disclosure. The Policy also provides for adequate safeguards against victimization of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee. The Whistle Blower policy is uploaded on the website of your Company at www.phcapital.in/pdf/code/Whistle%20Blower%20Policy.pdf
The Audit Committee is also committed to ensure fraud-free work environment. Your Company investigates complaints speedily, confidentially and in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained.
During the financial year 2023-2024, no cases under this mechanism were reported to the Company.
17. Particulars of Contracts or Arrangements with Related Parties
All transactions with related parties were placed before the Audit Committee as well as the Board for approval.
All the transactions entered into with Related Parties as defined under the Act during the FY 2023-2024 were on an arm's length basis and were in the ordinary course of business. There were no materially significant transactions with the related parties during the FY 2023-24, which were in conflict with the interest of the Company and hence form AOC-2 is not enclosed. The suitable disclosure required to be disclosed as per Indian Accounting Standard (IND-AS 24) has been made in the notes to the Financial Statements
The policy on RPTs as approved by the Board of Directors has been uploaded on your Company's website and can be accessed at http://www.phcapital.in/pdf/code/ POLICY%20ON%20RELATED%20PARTY%20TRANSACTIONS.pdf
18. Corporate Social Responsibility ("CSR")
In line with the Company's CSR Policy, we are committed to making a positive impact and adding value to the lives of our stakeholders. With this goal in mind, the Company has voluntarily spent Rs. 16.50 lakhs on CSR initiatives, even though CSR obligations were not applicable to the Company, as it does not meet any criteria outlined in Section 135(1) of the Companies Act, 2013. Additionally, the Company has voluntarily included the Annual Report on CSR, as prescribed by the Companies (Corporate Social Responsibility) Rules, 2014, and the same is annexed as "Annexure A" for information of our members.
19. Corporate Governance
Corporate Governance Report is forming a part of this Annual Report.
20. Management Discussion and Analysis Report
In compliance with Regulation 34 of SEBI (Listing Obligation and Disclosures Requirements) Regulation, 2015, the Management Discussion and Analysis Report is annexed as Annexure B.
21. Auditors
A. Statutory Auditor:
M/s. S. P. Jain & Associates., Chartered Accountants (Firm Registration No. 103969W) were appointed as Statutory Auditors at the 49th Annual General Meeting to hold the office until the conclusion of the 54th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit. The Auditors have also furnished a declaration confirming their independence as well as their arm's length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General meeting of your Company. The Auditors' Report for financial year 2023-2024 on the Financial Statement of your Company forms part of this Annual Report. The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.
Statutory Auditor's Report:
There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors, in their Report on the Financial Statements of your Company for FY 2023 - 24.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. D Maurya & Associates, Practicing Company Secretary (C.P. No. 9594) to undertake the Secretarial Audit of the Company for FY 2023-2024.
Secretarial Auditor's Report:
The Secretarial Audit Report, in the prescribed Form No. MR-3, is annexed as Annexure C. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. D Maurya & Associates in the Secretarial Audit Report on the Secretarial and other related records of your Company, for FY 2023- 2024.
C. Internal Auditor
Pursuant to the provisions of Section 138 of the Act, the Board had appointed Ms. Minal Agarwal, as an Internal Auditor of the Company for the FY 2023-2024.
22. Maintenance of Cost Records
Maintenance of Cost Audit Records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company and accordingly such accounts and records are not required to be maintained.
Cost Audit is not applicable to the Company.
23. Particulars of Employees
The prescribed particulars of employees required under Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure D and forms a part of this Report of the Directors.
24. Policy on Nomination and Remuneration of Directors, KMP & Senior Employees
The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and senior employees pursuant to the provisions of the Act which can be accessed at http://www.phcapital.in/pdf/ code/Nomination%20and%20Remuneration%20Policy.pdf
25. Disclosure of Frauds in the Board's Report under Section 143 of the Companies Act, 2013
During FY 2023-24 under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.
26. Web Address of Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rules 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (e-form MGT-7) of your Company for the financial year ended March 31, 2024 will be uploaded on the website of your Company and can be accessed at http://www.phcapital.in/annualreturn.html
27. Compliance
The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs, Stock Exchange(s) and Securities and Exchange Board of India (SEBI) etc. from time to time.
28. Secretarial Standards of ICSI
Pursuant to the approval by the Central Government on the Secretarial Standards issued by The Institute of Company Secretaries of India ("ICSI") on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India during the FY 2023-24 under review.
29. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has place in an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the website of the company i.e. www.phcapital.in
The following is a summary of sexual harassment complaints received and disposed-off during the FY 2023-2024.
No of complaints received: NIL
No of complaints disposed of: NIL
30. Development & Implementation of Risk Management Policy
Your Company's governance structure has well defined roles and responsibilities, which enable and empower the Management to identify, assess and leverage business opportunities and manage risks effectively. There is also a comprehensive framework for strategic planning, implementation and performance monitoring of the business plan, which inter-alia includes a well-structured Business Risk Management process. The Company has been addressing various risks that impacts the Company. The policy on risk management is continuously reviewed by Management of the Company.
The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc and other risks which are considered necessary by the Management.
31. Significant & Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.
32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 is not applicable. The Company has neither earned nor spent any foreign exchange during the FY ended 2023-2024.
33. Share Registrar & Transfer Agent
The Company's Registrar & Transfer Agents is Bigshare Service Private Limited ("BSPL"). BSPL is a SEBI registered Registrar & Transfer Agent. The investors are requested to address their queries at investor@bigshareonline.com , if any. Further, the investor can also contact to the Compliance Officer of the Company.
34. General
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the FY 2023-2024:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
c. Significant or material orders passed against the Company by the Regulators or Courts or Tribunals during the year ended 31st March 2024 which would impact the going concern status of the Company and its future operations.
d. Buyback of shares
e. Application or proceedings made under the Indian Bankruptcy Code, 2016.
f. Material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, unless otherwise stated in the report.
35. Acknowledgement
The Directors wish to take this opportunity to express their sincere thanks to your Company's Bankers for their valuable support and to the Shareholders for their unflinching confidence in the Company.
The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year.
The Directors express their deep sense of gratitude to the Central and State Government Ministries and departments, customers, business associates, trade unions and all other stakeholders for their support and look forward to their continued assistance in future.