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Pawansut Holdings Ltd
Industry :  Finance & Investments
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As on: Jun 02, 2023 08:30 PM

To the members,

Your Directors are pleased to presenting the 38thAtinual Report together with the Audited Financial Statements of your Company for the year ended 31stMarch, 2022 together with the Auditor's Report thereon.

Financial Results

The Company's financial performance for the year under report along with previous year's figures is given here under:

Particulars Financial Year ended 31s* Financial Year ended 31s*
March, 2022 March, 2021
(Amount in Rs.) (Amount in Rs.)
Total Revenue 16,20,523.00 61,28,486.00
Total Expenses 16,27,457.00 85,08,375.00
Profit/(Loss) before tax (6,934.00) (23,79,889.00)
Current T ax - -
Deferred Tax - *
Earlier Year Tax - -
Profit/ (Loss) for the year (6,934.00) (23,79,889.00)
Earning per share (Basic) 0.00 0.00

Results of Business Operations and the State of Company's Affairs:

The highlights of the Company's performance for the year under report are as under:

a. Revenue from Operations - Rs. 16,20,523.00

b. Profit/(Loss) before Tax - Rs. (6,934.00)

c. Net Profit/ (Loss) - Rs. (6,934.00)

Performance Review:

The Overall revenue of the Company has been decreased in the year under report. Your Directors are hopeful to achieve growth in year 2022-23.

Share Capital:

The paid up Equity Share Capital as on March 31, 2022was Rs. 11,31,39,050 /-. During the year under review,

• Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and -

• Your Company has not issued any shares (including sweat equity shares) under ESOS scheme for its employees/Directors. Equity Share Capital of the Company is listed on Bombay Stock Exchange. .


However with the view to conserve the resources of Company the directors are not recommending any dividend.


No amount is proposed to transfer/ carry to any reserve.

Transfer of Unclaimed Dividend to Investor Eduction and Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there was no dividend declared and paid last year.

Information about Subsidiaries, Toint Ventures and Associate Companies

Company does not have any Subsidiaries, Joint Ventures and Associate Companies and hence the provisions relating to the same under the Companies Act, 2013 and Rules made thereunder are not applicable to the Company.

Extract of Annual Return;

An extract of Annual Return for the year ended March 31, 2022, as prescribed in Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is attached in Form MGT-9 as "Annexure A". The weblink for the same is www.pawansutholdings.com.

Board of Directors and Key Managerial Personnel

(A) The Current Composition of Board of Directors as on date is as follows:

As on 31stMarch, 2021, the Board of your Company consists of four Directors as follows:

Name of the Directors Designation
Mr. Ram Kishore Bansal Managing Director & Executive Director
Mr. Rahul Non-Executive ^Independent Director
Ms. SeemaKhandelwal Non-Executive &Independent Director
Mr. AjeetAgarwal Non-Executive & Non Independent Director

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge andexperience in their relevant fields and the Company had benefitted immensely by their presence in theBoard.

(B) Change in Directors and Key Managerial Personnel:

Ms. SeemaKhandelwal and Mr. Rahul are continued to be directors of the company.Mr. Ram Kishore Bansal, Managing Director and Mr. Ajay Kumar Jindal, Chief Financial Officer (CFO) are the Key Managerial Personnel (KMP), as recorded by theBoard as on March 31, 2022.

(C) Retirement by Rotation

Mr. AjeetAgarwaI(DIN:08057120) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his reappointment. The detailed profile of Mr. AjeetAgarwalrecommended for re-appointment is enclosed with the Notice for the 38th AGM of the Company.

(D) Appointment

During the year under review,no directorwas appointed onto the Board of your Company

(E) Boards1 Independence

The definition of 'Independence' of Directors is derived from Section 149(6) of the Companies Act, 2013. A declaration has been received from the following Non-Executive Directors confirming their Independence in terms of Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013:

1. Mr. Rahul (DIN: 06873911)

2. Ms. SeemaKhandelwal (DIN: 00007351)

Declaration by Independent Directors

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.


Number of Board Mee tings

During the year under review, Eight(8) Board Meetings were held. The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report.

The maximum gap between any two meetings was not more than one hundred and twenty days.

Audit Committee

During the year under review, Company had Five (5) Audit Committee Meetings. The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. More than half of member of Audit committee are Independent Director. The Audit Committee have Independent Director as a Chairperson,

The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report. The role, terms of reference, authority and powers of the audit committee are in conformity with Section 177 of the Companies Act, 2013.

Nomination and Remuneration Committee

During the year under review, Company had One (1) Nomination & Remuneration Committee Meetings. The Nomination & Remuneration Committee is constituted in line with the Section 178 of the Companies Act, 2013. The members of Nomination and Remuneration Committee are Non-Executive Directors. The Chairperson of Nomination and Remuneration is an Independent Director.

The details of the Nomination and Remuneration Committee and the attendance of the members are provided in the Corporate Governance Report. The role, terms of reference, authority and powers of the Nomination and Remuneration Committee are in conformity with the provisions of Companies Act, 2013.

Stakeholder's Relationship Committee

During the year under review, Company had Four (4) Stakeholders' Relationship Committee Meetings. The Stakeholders' Relationship Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013.

The details of the Stakeholders Relationship Committee and the attendance of its members are provided in the Corporate Governance Report.

Particulars of Loans, Guarantees and Investments

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and Investments are given in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.pawansudroldmgs.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

Transactions with Related Parties

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. The same is uploaded on the website of your Company, All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis.

Material Changes and Commitments

There have been no material changes which have occurred between the endof financial year till the date of this report, affecting the financial position of tire Company.

The details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

During the year under review, there was no application made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

During the year under review, there has been no one-time settlement of loans taken from the Banks or Financial Institutions

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure forming part of this Report.

Policies of the Company

Your Company has posted the following documents on its website www.pawansutholdings.com:

1. Code of Cond uct

2. Whistle Blower Policy/ Vigil Mechanism Policy.

3. Fair Practice Code as per RBI Norms.

4. Policy on criteria for determining materiality of events.

5. Preservation of Documents and Archival Policy.

6. Familiarization Programmes for Independent Directors.

7. Enterprise Risk Management Policy.

8. Related Party Transaction Policy.

9. Board Diversity.

Vigil Mechanism Policy

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called 'Vigil Mechanism (Whistle Blower Policy) for Directors, employees and Stakeholders of the Company to report to the appropriate authorities about unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy7 and provides safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct in exceptional circumstances.

A brief note on the highlights of the Whistle Blower Policy and compliance with the same is also provided in the Report on Corporate Governance, which forms part of this Report.

Risk Management Policy

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.

Remuneration Policy

On recommendation of Nomination and Remuneration committee, the board framed policies for selection, appointment and remuneration of managerial personnel. The Remuneration Policy is stated in the Corporate Governance Report.

Significant and Material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Internal Control System

The Company has an internal control system commensurate with the scale, size and the operation of the organization. Internal Auditor audited the Company's internal control systems. The internal auditor monitors for efficiency of internal control system and also reviewed the major transactions. The Internal Auditor reported directly to the Audit Committee to ensure complete independence.

Public Deposits

The Company being a Non-accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of tire RBI.


M/s. Ram Alok and Co., bearing Firm Registration No. 011313C, are continued to be the Auditors of the Company.

Secretarial Auditor and their report

A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr. Nitesh Kumar Singh, Company Secretary in Practice of M/s Nitesh Singh & Associates, Firm of Practicing Company Secretaries. The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Board's Report as Annexure-'C'.

Cost Audit

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.

Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the valuation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

Internal Financial Control

The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

Corporate Governance

A Report on Corporate Governance as required under Listing Regulations forms part of the Annual Report.The report on Corporate Governance together with the Auditor's Certificate regarding the Compliance of conditions of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is annexed with the Annual Report.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices.

Compliance of Secretarial Standards

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

Particulars of Employees

(A) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as "Annexure - B" to this Report.

(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and two lakh rupees or more, or employed for part of the year in receipt of eight lakh and fifty thousand rupees per month or more, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure under the Sexual Harassment of Women AtWorkplace (Prevention, Prohibition And Redressal) Act, 2013

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety of women employees at workplace. During the year Company has not received any complaint of harassment.

Management Discussion & Analysis Report

As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015, the details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the Management Discussion and Analysis Report forming part of this Annual Report.


The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code No. 535658. RBI Norms and Accounting Standards

To comply with RBI directions, your company closed its accounts on March 31, 2022 and your Company continues to comply with the directives issued as well as tire norms prescribed by Reserve Bank of India for NBFCs.

Reserve Bank of India Regulations

The Reserve Bank of India has classified the Company as "Category 'B' Non- Banking Finance Company". The Company has complied with all the applicable regulations of the Reserve Bank of India.

The Corporate Social Responsibility

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable, to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

Details in respect of Frauds Reported by Auditors under Sub-Section (12) of Section 143 other than those which are reportable to the Central Government

The Auditors have not reported any fraud (s) during the period under review.

Green Initiatives

Electronic copies of the Annual Report 2021-22 and the Notice of the 38thAGM are sent to all memberswhose email addresses are registered with the Company / depository participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Business Responsibility Report

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated the top 500 listed entities, based on market capitalization, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspective. Accordingly, this circular is not applicable to our Company.

Directors' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the

Company confirm the following:

(a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) 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 ol affairs of the Company at the end of the financial year and of the profit and loss of the Company for thai period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and foi preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Company's employees, customers, vendors and institutions. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
AjeetAgarwal RanrKishdfe Bansa
Place: Delhi Director Managing Directoj
Date: 09.12.2022 DIN: 08057120 DIN: 05195811