KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes... << Prices as on Dec 20, 2024 >>  ABB India 6923.8  [ -5.79% ]  ACC 2064.45  [ -2.43% ]  Ambuja Cements 548.85  [ -2.53% ]  Asian Paints Ltd. 2283.05  [ -0.43% ]  Axis Bank Ltd. 1072.1  [ -3.28% ]  Bajaj Auto 8786.65  [ -2.09% ]  Bank of Baroda 240.3  [ -3.20% ]  Bharti Airtel 1578.25  [ -1.34% ]  Bharat Heavy Ele 235.25  [ -2.89% ]  Bharat Petroleum 288.95  [ -1.92% ]  Britannia Ind. 4700.9  [ -1.70% ]  Cipla 1472.45  [ -2.22% ]  Coal India 382.75  [ -2.43% ]  Colgate Palm. 2750.95  [ -1.06% ]  Dabur India 501.9  [ -0.42% ]  DLF Ltd. 830.75  [ -3.86% ]  Dr. Reddy's Labs 1342.45  [ 1.24% ]  GAIL (India) 192.45  [ -0.59% ]  Grasim Inds. 2493.85  [ -1.72% ]  HCL Technologies 1911.2  [ -1.15% ]  HDFC 2729.95  [ -0.62% ]  HDFC Bank 1772.05  [ -1.19% ]  Hero MotoCorp 4339.85  [ -1.53% ]  Hindustan Unilever L 2334.95  [ -1.06% ]  Hindalco Indus. 623.75  [ -0.91% ]  ICICI Bank 1285.7  [ -0.12% ]  IDFC L 108  [ -1.77% ]  Indian Hotels Co 854  [ -3.03% ]  IndusInd Bank 930  [ -3.53% ]  Infosys L 1922.05  [ -1.34% ]  ITC Ltd. 464.6  [ -0.38% ]  Jindal St & Pwr 908.1  [ -1.51% ]  Kotak Mahindra Bank 1743.55  [ -1.04% ]  L&T 3630.6  [ -2.22% ]  Lupin Ltd. 2147.55  [ -0.68% ]  Mahi. & Mahi 2906.4  [ -3.60% ]  Maruti Suzuki India 10904.75  [ -0.46% ]  MTNL 52.47  [ -3.49% ]  Nestle India 2163.85  [ 0.12% ]  NIIT Ltd. 186.15  [ -5.41% ]  NMDC Ltd. 213.35  [ -0.35% ]  NTPC 333.3  [ -1.29% ]  ONGC 237.3  [ -1.92% ]  Punj. NationlBak 100.7  [ -2.71% ]  Power Grid Corpo 315.75  [ -1.90% ]  Reliance Inds. 1206  [ -2.00% ]  SBI 812.5  [ -2.44% ]  Vedanta 477.5  [ -2.99% ]  Shipping Corpn. 211.75  [ -3.77% ]  Sun Pharma. 1808.5  [ -0.81% ]  Tata Chemicals 1028.25  [ -2.94% ]  Tata Consumer Produc 889.75  [ -1.86% ]  Tata Motors 724  [ -2.73% ]  Tata Steel 140.85  [ -1.71% ]  Tata Power Co. 401.25  [ -2.75% ]  Tata Consultancy 4168.05  [ -2.42% ]  Tech Mahindra 1685.2  [ -3.97% ]  UltraTech Cement 11424.7  [ -2.14% ]  United Spirits 1545.75  [ -1.58% ]  Wipro 305.15  [ -2.41% ]  Zee Entertainment En 125.05  [ -4.14% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

PUNE E-STOCK BROKING LTD.

20 December 2024 | 12:00

Industry >> Finance & Investments

Select Another Company

ISIN No INE510U01018 BSE Code / NSE Code 544141 / PESB Book Value (Rs.) 81.33 Face Value 10.00
Bookclosure 31/08/2024 52Week High 230 EPS 7.94 P/E 22.42
Market Cap. 278.74 Cr. 52Week Low 114 P/BV / Div Yield (%) 2.19 / 0.00 Market Lot 1,600.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors have pleasure in presenting 17th Annual Report of the Company together with the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2024.

1. Financial Highlights:

The Company’s financial performance for the year under review along with previous year’s figures is given hereunder:

(Amount Rs. In Lakhs)

Standalone

Consolidated

Particulars

For the year

For the year

For the year

For the year

ended 31st

ended 31st

ended 31st

ended 31st

March, 2024

March, 2023

March, 2024

March, 2023

Revenue from Operations

6,472.08

3,168.66

6,643.12

3,575.08

Other Income

982.19

425.28

982.37

528.02

Total Income

7,454.27

3,593.94

7,625.49

4,103.10

Expenses

Less: Employee Benefits Expenses

354.26

317.14

364.20

327.64

Less: Other Operational Expenses

5,342.31

2,234.33

5,358.05

2,249.19

Profit Before Finance Cost, Depreciation & Taxes

1,757.70

1,042.47

1,903.24

1,526.27

Less: Finance Costs

163.84

137.94

163.84

246.02

Less: Depreciation and Amortisation Expenses

68.00

61.10

68.30

61.52

Profit Before Exceptional Items & Tax

1,525.87

843.44

1,671.10

1,218.73

Exceptional Items

Profit Before T ax

1,525.87

843.44

1,671.10

1,218.73

Less: Current Tax

371.63

210.69

408.07

256.36

Less: Deferred Tax (Credit)

-2.69

-1.00

-2.57

-2.15

Profit After Tax

1,156.92

633.75

1,265.60

964.52

Earnings Per Share of Rs. 10 each

(a) Basic

10.28

5.74

11.04

8.16

(b) Diluted

10.28

5.74

11.04

8.16

STATE OF COMPANY’S AFFAIRS:

FY24 was yet another year of robust performance by the Company. During the year, the standalone revenue from operations recorded a jump of 204% in comparison to FY23. Consequently, the Standalone Profit after Tax (PAT) also recorded an increase of 182%.

The aforementioned performance was the result of consistent efforts made by Company in optimizing its broking as well as trading operations. The management does not see any risks in the Company’s ability to continue as a going concern and meeting its liabilities as and when they fall due.

Highlights of Company’s performance are discussed in detail in the Management Discussion and Analysis Report (MDA), included in this Annual Report as required under Schedule V of the SEBI (LODR) Regulations, 2015.

CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Company achieved the consolidated revenue from operations of Rs. 6,643.12 Lakhs for the year ended 31st March, 2024, an increase of 185% as compared to 3,575.08 Lakhs in the previous year. The Company earned Consolidated Net Profit of Rs.1,265.60 Lakhs in the year ended 31st March, 2024, which was an increase of 131% as compared to Rs.964.52 Lakhs in the previous year.

SUBSIDIARIES AND ASSOCIATES/JOINT VENTURES

As on 31st March 2024, Company was having

1. Pune Finvest Limited is a subsidiary company.

2. Pune EStock Broking IFSC Limited as subsidiary company

3. PESB Insurance Broking Limited as step down subsidiary

4. Bumble Jumble Private Limited as associate company.

The subsidiary company i.e. Pune Finvest Limited is in business of financing and investment activity.

Pune E Stock Broking IFSC Limited is in business of dealing in foreign stocks Investments.

PESB Insurance Broking Limited has applied for insurance broking license to IRDA.

Bumble Jumble Private Limited is in business of recreation activities for kids.

The consolidated financial statements in accordance with the Companies Act 2013 and Accounting standards are attached to this Annual Report.

A statement in the Form AOC-1, containing salient features of the financial statements of subsidiary Company is as per Annexure-1 to the Consolidated Financial Statements and therefore the said information is not given to avoid duplication.

SHARE CAPITAL

During the Year under review, there was change in the Share Capital of the company as detailed below

Issue of bonus shares

During the Year under review, 36,81,486 No. of Equity Shares of Rs. 10/- each, fully paid up were allotted as Bonus Shares in proportion of 1 (One) equity shares for every 2 (Two) equity share i.e in the ratio of 1:2 on September 27, 2023

Initial Public Offer (IPO)

During the Year under review, your Company came up with a Public Issue (Fresh Issue) of 46, 06,400 Equity Shares of Rs. 10/- each at a premium of Rs. 73 per share. Issue price was Rs. 83 per share aggregating to the total issue size of Rs. 3,823.31 Lakhs. The company allotted shares on 13th March 2024. Consequently, the shares of the Company have been listed on SME Platform of BSE Limited on 15th March 2024.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise. It has neither issued ESOP nor Sweat Equity Shares and does not have any scheme to fund its employees to purchase the shares of the Company.

DIVIDEND:

Your Directors keeping in view need for conservation of resources for future, do not recommend any dividend for the financial year ended on 31st March 2024.

ANNUAL RETURN

Pursuant to section 92 and 134 of the Act the Annual return as at March 31,2024 in form MGT-7 is available on the website of the company at the web link i.e. www.pesb.co.in

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirements of section 134 (3) (c) of the Companies, Act, 2013, the Directors state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures if any;

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 true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit and loss of the Company for that 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 or safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis and,

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) 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.

MEETINGS OF THE BOARD

During the financial year 2023-2024, the Meetings of Board of Directors were duly held (23) Twenty-three times on 10th April 2023, 12th April 2023, 8th May 2023, 10th June 2023, 14th June 2023, 4th July 2023, 4th August 2023, 28th August 2023, 5th September 2023, 14th September 2023, 27th September 2023, 30th September 2023, 16th October 2023, 27th October 2023, 10th November

2023, 17th November 2023, 4th December 2023, 8th January 2024, 25th January 2024, 16th February

2024, 20th February 2024, 26th February 2024 and 13th March 2024.

Directors’ attendance record

Sr.

no

Name of the Director

Board meetings Entitled to attend

Board

meetings

attended

1.

Mrs. Archana Gorhe

23

23

2.

Mr. Saleem Yalagi

23

23

3.

Mr. Sandip Shah

23

23

4.

Mr. Vrajesh Krishnakumar Shah

23

23

5.

Mr. Vrajesh Navnitlal Shah

23

23

6.

Mr. Devendra R. Ghodnadikar

23

23

7

Daidipya Ghodnadikar

23

23

8

Mr. Madanlal Shantilal Jain

11

10

9

Mr. Suyog Mangesh Bagul

11

10

10

Mr. Nikhil Suryakant Setiya

11

10

11

Mr. Rajesh Hiralal Shah

11

10

12

Mr. Anujkumar Gandhi

11

10

13

Mr. Ashokkumar Venilal Suratwala

11

10

14

Mr. Jitendra Uttamchand Lodha

11

10

MEETINGS OF THE COMMITTEE OF THE BOARD CSR Committee

CSR Committee meetings were held during the year on 28th August 2023 and 13th March 2024. All committee members i.e. Mr. Vrajesh Krushnakumar Shah, Mr. Vrajesh Navnitlal Shah and Mr. Devendra R. Ghodnadikar attended the CSR Meeting held on 28th August 2023. All committee members i.e. Mr. Madan Jain, Mr. Vrajesh K. Shah and Mr. Devendra R. Ghodnadikar attended the CSR Meeting held on 13th March 2024.

Audit Committee

Audit Committee meetings were held during the year on 27th October 2023 and 10th November 2023. All committee members i.e. Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Ashok Suratwala attended both the Audit Committee Meetings. All recommendations of audit committee has been accepted by the Board of Directors.

Nomination and Remuneration Committee

Nomination & Remuneration Committee meeting was held during the year on 13th March 2024. All committee members i.e. Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah attended the meeting.

Stakeholders Relationship Committee

Stakeholders Relationship Committee meeting was held during the year on 15th December 2023. All committee members i.e. Mr. Suyog Bagul, Mr. Sandip Shah, Mr. Devendra Ghodnadikar attended the meeting.

The following is a summary of investors complaints received and disposed of during the financial year 2023-2024:

No. of Complaints received

NIL

No. of Complaints disposed off

Not applicable

No. of Complaint Pending

NIL

Separate meeting of Independent Directors

The Independent Directors Committee of the Company Comprises of following Independent Directors:

1. Mr. Madanlal Shantilal Jain

2. Mr. Suyog Mangesh Bagul

3. Mr. Nikhil Suryakant Setiya

4. Mr. Rajesh Hiralal Shah

5. Mr. Anujkumar Chandravadan Gandhi

6. Mr. Ashokkumar Venilal Suratwala

7. Mr. Jitendra Uttamchand Lodha

During the year under re view, the Independent Directors met on March 13, 2024, discussed and reviewed the performance of non-Independent Directors, the Board and the Chairman of the Company and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vrajesh N Shah (DIN: 02061835) and Mr. Sandip Shah (DIN: 02078891), the Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

During the year under review Mr. Vrajesh K. Shah, DIN 00184961 has been appointed as Chairman & Managing Director of the Company for a period of 5 years with effect from 23rd September 2023 to 22nd September 2028.

Mr. Saleem Chandsaheb Yalagi (DIN: 08107626) and Mrs. Archana Gorhe (DIN: 02966578) have been re-appointed as whole time directors of the company with effect from 1st April 2024 for a period of five years.

Mr. Daidipya Ghodnadikar (DIN 07285425) has been appointed as whole time Director of the company for a period of four years with effect from 23rd September 2023.

Mr. Anujkumar Gandhi (Din 01418350) has been appointed as an Additional Director (NonExecutive & Independent) on 30th September 2023 and also confirmed as independent director by shareholders on 10th November 2023.

Mr. Rajesh Hiralal Shah (DIN 01133470) has been appointed as an Additional Director (NonExecutive & Independent) on 30th September 2023 and also confirmed as independent director by shareholders on 10th November 2023.

Mr. Suyog Mangesh Bagul (DIN 10338207) has been appointed as an Additional Director (NonExecutive & Independent) on 30th September 2023 and also confirmed as independent director by shareholders on 10th November 2023.

Mr. Madanlal Shantilal Jain (DIN 0020136) has been appointed as an Additional Director (NonExecutive & Independent) on 30th September 2023 and also confirmed as independent director by shareholders on 10th November 2023.

Mr. Rajesh Hiralal Shah (DIN 01133470) has been appointed as an Additional Director (NonExecutive & Independent) on 30th September 2023 and also confirmed as independent director by shareholders on 10th November 2023.

Mr. Ashokkumar Venilal Suratwala (DIN 00147798) has been appointed as an Additional Director (Non-Executive & Independent) on 30th September 2023 and also confirmed as independent director by shareholders on 10th November 2023.

Mr. Jitendra Uttamchand Lodha (DIN 08588060) has been appointed as an Additional Director (Non-Executive & Independent) on 30th September 2023 and also confirmed as independent director by shareholders on 10th November 2023.

Mrs. Ashwini Kulkarni Company Secretary has also been appointed as Compliance officer with effect from 30th September 2023 and Mr. Arpit Shah has been appointed as Chief Finance Officer with effect from 30th September 2023.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTOR’S APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the company regularly review the policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 4 members i.e. Mr. Nikhil Setiya, Mr. Vrajesh N. Shah, Mr. Jitendra Lodha and Mr. Rajesh Shah attended the meeting.

A copy of relevant policy is placed on the website of the company at www.pesb.com.

PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Director’s performance, various parameters like Director's profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered. Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2023-2024 by Nomination and Remuneration Committee in consultation with the Board. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process. The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented as forming part of this Annual Report as “Annexure 2”.

CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

As per provisions of Regulation 15(2)of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance provisions as specified in regulations 17,18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall not apply, in respect (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. And (b) the listed entity

which has listed its specified securities on the SME Exchange. Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the Financial Year-2023-2024 and Certification from auditors or practicing company secretaries regarding compliance of conditions of corporate governance are also not required to be annexed with the Annual Report.

LISTING WITH STOCK EXCHANGES:

The Company was unlisted Public Company and listed during the year under review on BSE SME Platform on March 15, 2024. Your Company has paid Annual Listing Fees for the Financial Year 2023-2024 to the BSE Limited where the Company’s Shares are listed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans/advance given to employees as per the policy of the company have been given in Note no. 18 of the financial statements. The loans have been given for their personal purposes. Further particulars of investments made by the Company have been given in Note No. 14 of the standalone financial statements. The Company has duly complied with provisions of Section 186 of the Companies Act ,2013. The Company has not given guarantees or provided securities for any loan attracting provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company. All Related Party Transactions are placed before Board for noting. Your Directors draw attention of the members to Note 2.21 in the notes to the standalone financial statements, which sets out related party disclosures.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER MARCH 31,2024 AND BEFORE THE DATE OF THE REPORT

There were no material changes and commitments took place after 31st March 2024, which has affected the financial position of the Company.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY IS OPERATIONS.

The Company has not received any such orders from Regulators, Courts or Tribunals during the year, which may impact the going concern status or the Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

There is nothing to be reported with respect to conservation of energy, technology absorption and foreign exchange earnings & outgo as required to be given pursuant to Section 134 (1) (m) of the Companies Act 2013, read with the Rule 8 of Companies (Accounts) Rules 2014.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided. The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as “Annexure C”. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Sr

No.

Particulars

Name of Director

Designation

Remuneration (Amount in Rs. Lakhs)

Ratio to the

Median

Rem

1)

The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

Vrajesh K. Shah

Chairman &

Managing

Director

NIL

NA

Vrajesh N. Shah

Director

NIL

NA

Devendra

Ghodnadikar

Director

NIL

NA

Sandip Shah

Director

NIL

NA

Daidipya

Ghodnadikar

Whole time Director

19.50

5:1

Archana Gorhe

Whole time Director

13.64

3.50:1

Saleem Yalgi

Whole time Director

20.00

5.13:1

Sr

No.

Particulars

Name of Director

Designation

Remuneration

Ratio to the

Median

Rem

1)

The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.

Anujkumar

Gandhi

Independent

Director

0.11

0.03:1

Madanlal Jain

Independent

Director

0.11

0.03:1

Suyog Bagul

Independent

Director

0.11

0.03:1

Rajesh Shah

Independent

Director

0.11

0.03:1

Ashokkumar

Suratwala

Independent

Director

0.11

0.03:1

Jitendra Lodha

Independent

Director

0.11

0.03:1

Nikhil Setiya

Independent

Director

0.11

0.03:1

2)

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year

Name

Designation

% of increase

Vrajesh K. Shah

Chairman &

Managing

Director

NA

Vrajesh N. Shah

Director

NA

Devendra

Ghodnadikar

Director

NA

Sandip Shah

Director

NA

Daidipya

Ghodnadikar

Whole time Director

12.23

Archana Gorhe

Whole time Director

12.03

Saleem Yalgi

Whole time Director

11.27

Anujkumar

Gandhi

Independent

Director

NA

Madanlal Jain

Independent

Director

NA

Suyog Bagul

Independent

Director

NA

Rajesh Shah

Independent

Director

NA

Ashokkumar

Suratwala

Independent

Director

NA

Jitendra Lodha

Independent

Director

NA

Nikhil Setiya

Independent

Director

NA

2)

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year

Name

Designation

% of increase

Arpit Shah

Chief Finance Officer

44.44

Ashwini Kulkarni

Company

Secretary

23.68

3)

The percentage increase in the median remuneration of employees in the financial year.

21.82%

4)

The number of permanent employees on the rolls of the company

54 number of employees

5)

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average percentile increase in remuneration other than managerial remuneration is 30.32%

Average percentile increase in managerial remuneration is 11.84 %

The increment is on the basis of performance of the employees including managerial personnel. The increments are as per policy of the company.

6)

It is here by affirmed that the remuneration is as per the Remuneration Policy of the Company.

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

DEPOSITS

Your company has not accepted any deposits from the public or Members of the company within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Company has accepted unsecured loans only from directors. Please refer to Note no. 5 of standalone financial statements.

The details of the unsecured loans availed from Director/s and / or their relatives and outstanding as on 31st March 2024 are as under:

(Amount in Rupees Lakhs)

Name of the

Lenders

Relationship

with

Company

Opening

balance

Accepted during the year

Repaid during the year

Outstanding Amount (Net)

Loan

from

Directors

Promoters and Directors

3,443.49

2,628.49

815.00

AUDITORS:A. Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, the Company has appointed R S A R & Associates, Chartered Accountants, Pune, [Firm Registration No- 148326W] till the conclusion of Annual General Meeting to be held in the financial year 2024-2025 for the year ended on March 31, 2024. The existing statutory auditors are retiring from the post of statutory auditors.

At the ensuing annual general meeting it is proposed to appoint M/s. S. H. Sane & Co, Chartered Accountants, Pune, [Membership Number 047938] and [Firm Registration No. 0114491W] as statutory auditors of the company for a period of five years.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shailesh Indapurkar & Associates, Company Secretaries, Pune (Membership No. ACS 17306 CP No. 5701) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 4 to this Report.

C. Cost Auditor

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors are not applicable on your Company.

D. Internal Auditors

The Board has appointed Siddharth Anil Ostwal & Co., Chartered Accountants, Pune [Membership Number 606960] and [Firm Registration No.157310W] as Internal Auditors in place of Prakash M. Oswal & Co., Chartered Accountants, Pune.

Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. Audit Committee of the Board would periodically reviews the functioning of the company to examine the adequacy and effectiveness of the internal control systems.

FRAUDS REPORTED BY THE AUDITORS, IF ANY.

No frauds have taken place in the company as also reported by the Auditors.

EXPLANATION ON COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in their Report on the financial statements.

There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial auditors in their Report.

BUSINESS RISK MANAGEMENT

The Company has risk management policy in place since its inception and is under regular improvements. Various risks such as financial risks arising out of operations and other risks such as fire, theft, loss of data, have been identified. The policy consists of manner of monitoring clients positions on real time basis, client trading patterns vis-a-vis its financial position etc. The directors & employees are being trained and educated on various risks and mitigation thereof. Periodic reviews are also being taken to improve the same. The Company is using latest technology for conducting its day to day operations.

INTERNAL FINANCIAL CONTROL

The Company has established and maintained adequate internal financial control based on internal control over financial reporting criteria. The Company’s Internal financial controls operate effectively and ensure orderly and efficient conduct of its business including adherence to its policies, safeguard its assets, prevent and detect frauds and errors, maintain accuracy and completeness of its accounting records and further enable it in timely preparation of reliable financial information.

INSIDER TRADING

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window. The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on company’s website www.pesb.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has adopted a Corporate Social Responsibility (CSR) Policy formulated by the CSR Committee in accordance with the provisions of the Companies Act, 2013.

The CSR Policy of the company lays down the guidelines, processes and mechanisms for undertaking activities as may be included in and allowed under Schedule VII of the Companies Act, 2013 from time to time.

Report on CSR Activities as required under Section 135 of the Companies Act 2013 and Rules framed there under is attached as an Annexure 3 to this report.

SECRETARIAL STANDARDS

The company Complies with all applicable mandatory secretarial standards issued by Institute of Company Secretaries of India.

VIGIL MECHANISM

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The copy of vigil mechanism policy is put on the Company’s Website and may be accessed at i.e. www.pesb.co.in

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

During the year under review, Company hasn’t proposed to transfer any amount to reserves.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES FOR WHICH THE LOAN HAVE BEEN PROVIDED BY THE COMPANY

There are no such instances

DETAILED REASONS FOR REVISION OF FINANCIAL STATEMENTS OR REPORT OF THE BOARD

There has been no revision of financial statements or report of the Board in respect of any of the 3 preceding financial years and hence this clause is not applicable

ISSUE OF SWEAT EQUITY SHARES / SHARES WITH DIFFERENTIAL VOTING RIGHTS/SHARES UNDER EMPLOYEES’ STOCK OPTION SCHEME

The Company has not issued any Sweat Equity Shares / Shares with differential voting rights/ Shares under Employees’ Stock Option Scheme during the year under report.

CASES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The following is a summary of sexual harassment complaints received and disposed off during the financial year 20232024:

No. of Complaints received

NIL

No. of Complaints disposed off

NIL

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC, 2016

During the year, no application is initiated, pending or concluded by or against the company under Insolvency and Bankruptcy Code, 2016

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or tribunal impacting the going concern status and Company’s operations in future.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of making one-time settlement with any Banks or Financial Institutions with respect to any loan. The Company has not defaulted in repayment of any loan availed from any Bank / Financial Institution.

INSURANCE

The Company’s assets are adequately insured against all major risks including loss because of business interruption caused due to property damage.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and co-operation received from the banks, government authorities and customers during the year under review. Your Directors look forward to their continued support in the future. The Directors keep on record their sincere appreciation for dedicated efforts on the part of the employees in the operations and growth of the Company during the year. The Directors also thank the shareholders for the confidence reposed in the management.