PNB GILTS LIMITED

Student: Zeal Shah

Faculty: Mr. Visharad Shukla
Enrollment number: 322017006
Module name: Company law
Course/Batch: BA-LLB (2017-2022)
ABOUT THE COMPANY
 INTRODUCTION
• PNB Gilts Ltd, a renowned and preferred name in the Indian debt market was one of the
first entities to be granted the Primary Dealership License by the Reserve Bank of India.
The company is also a subsidiary of one of the largest Indian commercial banks, Punjab
National Bank. Company has played a pivotal role in strengthening of the domestic
fixed income markets and is a dominant player, marking its presence with significantly
high market share in the overall trading turnover.
 ACTIVITIES
• As a Primary Dealer, Company's primary activities entail supporting government
borrowing program via underwriting of government securities issuances and trade in
a gamut of fixed income instruments such as Government securities, Treasury Bills,
State Development Loans, Corporate Bonds, Interest Rate Swaps and various
money market instruments such as Certificates of Deposits, Commercial Papers etc.
Company has dedicated trading desk managed by experienced professionals having
strong research and market insights.
 • Having completed 22 years of operation, company
boasts of rich experience and matchless standards
in its service to diverse client base in the fixed

WHAT income market. Company has been a pioneer in

retailing of Government Securities contributing to

THEY a deep and broad-based market. PNB Gilts Ltd has

a wide client base ranging from Provident Funds
OFFER? Trusts, Regional Rural Banks, Co-operative Banks,
Corporates, Individuals, etc. and has an
independent marketing and sales team to cater to
the specific client requirements. With a strong and
trusted lineage, our clients are assured of the most
transparent and timely services in the retail
market.
ANNUAL REPORT
ANALYSIS OF THE
COMPANY
FINANCIALS \FINANCIALYEAR 2016-17 2017-18 2018-19
INCOME 500.54 351.48 508.01
i. Interest & Discount on Securities 313.74 400.81 502.50
i. Profit on Sale of Securities 185.50 (50.96) 2.80
i. Other Income 1.30 1.63 2.71
EXPENDITURE 244.00 350.16 424.99
i. Interest Expenses 225.72 330.72 403.44
i. Operational Expenses 17.94 18.95 21.13
i. Depreciation on fixed assets 0.34 0.49 0.42
PROFIT BEFORE TAX 256.54 1.32 83.02
Less prov./ (Release) for taxation 89.37 (0.09) 30.16
PROFIT AFTER TAX 167.17 (1.41) 52.86
PAID UP CAPITAL 180.01 180.01 180.01
RESERVES 718.84 677.06 707.66
NET WORTH 898.36 843.23 885.66
Turnover (Primary + Secondary) 686167 473384 471198
Dividend (%) 25 10 14
LIST OF DIRECTORS
• Prem Prakash Pareek (Independent Director) 10/02/2009
• Satish Kumar Kalra (Independent Director) 15/09/2018
• Dr. Tejendra Mohan Bhasin (Independent Director) 30/07/2019
• Sunita Gupta (Executive Director & CFO) 26/04/2014
• Uma Ajay Relan (Independent Director) 28/06/2019
• Vishesh Kumar Srivastava (Non-Executive & Non-Independent Director) 30/07/2019
• Vikas Goel (Managing Director & CEO) 01/02/2019
• Monika Kochar 18/01/2008

Above is the list of directors along with their position in the company and their respective
joining dates.
 DIRECTORS APPOINTED IN
LAST 3 YEARS
• Satish Kumar Kalra (Independent Director) 15/09/2018
• Vikas Goel (Managing Director & CEO) 01/02/2019
• Uma Ajay Relan (Independent Director) 28/06/2019
• Dr. Tejendra Mohan Bhasin (Independent Director) 30/07/2019
• Vishesh Kumar Srivastava (Non-Executive & Non-Independent Director) 30/07/2019

None of the directors have been removed or have resigned in last 3 years.
 LIST OF LOAN TAKEN
• Movable property (not being pledge) of Rs. 9000000000 on 02/05/2019

This is the only loan that has been taken as per the data from ministry of corporate affairs
website.
 SUMMARY
• The Companies Act, 2013 does not contain an exhaustive definition of the term
“director”. Section 2 (34) of the Act prescribed that “director” means a director
appointed to the Board of a company. A director is a person appointed to perform the
duties and functions of director of a company in accordance with the provisions of the
Companies Act, 2013.
• Section 2 (10) of the Companies Act, 2013 defined that “Board of Directors” or “Board”,
in relation to a company, means the collective body of the directors of the company.
• As per Section 149 (1) (a) second proviso requires certain categories of companies to
have At Least One Woman director on the board. Such companies are any listed
company, and any public company having-
o Paid Up Capital of Rs. 100 crore or more, or
o Turnover of Rs. 300 crore or more.
 INDEPENDENT DIRECTOR
• Section 2(47) of the Act prescribed that “Independent director” means an independent
director referred to in sub section (5) of section 149 of the Act. In fact reference should
have been made to sub section (6) of 149 as it specified the qualifications of independent
director with clarity.
 Definition of an Independent Director – Section 149 (6)
 Declaration by an Independent Director- Section 149 (7)
 Code of Conduct for an Independent Director and Company - Section 149 (8)
 Remuneration of an Independent Director- Section 149(9)
 Appointment of an Independent Director- Section 149(10)
 Liability of an Independent Director-Section 149 (12)
 Manner of selection of an Independent Director-Section 150
 DIFFERENCE • An Executive Director can be either a
Whole-time Director of the company (i.e.,

BETWEEN one who devotes his whole time of

working hours to the company and has a
EXECUTIVE significant personal interest in the
company as his source of income), or a
DIRECTOR Managing Director (i.e., one who is

AND
employed by the company as such and
has substantial powers of management

NON-EXECUTIVE over the affairs of the company subject to

the superintendence, direction and

DIRECTOR control of the Board). In contrast, a non-

executive Director is a Director who is
neither a Whole-time Director nor a
Managing Director.
References • https://www.pnbgilts.com/
• http://www.mca.gov.in/mcafoportal/company
LLPMasterData.do
• https://www.icsi.edu/media/portals/0/APPOI
NTMENT%20AND%20QUALIFICATIONS.pdf
• https://taxguru.in/company-law/types-
director-companies-act-2013.html