Prism Finance shareholders approve director re-appointment and auditor change

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Reviewed by
Riya DScanX News Team
Key Highlights
  • All four AGM resolutions passed with 100% votes in favor
  • Hemendrakumar C. Shah re-appointed as Independent Director for 5 years
  • Kashyap R. Mehta & Partners appointed as Secretarial Auditors for FY27-FY31
  • Total voting shares represented 56.67% of outstanding equity
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Prism Finance Limited shareholders approved all four resolutions at the company's 32nd Annual General Meeting (AGM) held on September 29, 2026, with 100% votes in favor for each item. The meeting, conducted via Video Conferencing/Other Audio-Visual Means (VC/OAVM), ratified key governance appointments including the re-appointment of an Independent Director and the appointment of new Secretarial Auditors.

The AGM authorized the Board to advance loans and provide securities under Section 185 of the Companies Act, 2013. It also ratified the appointment of M/s. Kashyap R. Mehta & Partners as Secretarial Auditors for a five-year term covering FY27 to FY31. Additionally, Mr. Hemendrakumar C. Shah was re-appointed as an Independent Director for a second consecutive term of five years, effective December 4, 2026.

Voting Results

The scrutinizer's report confirmed that a total of 36,83,713 shares voted in favor of all resolutions, representing 56.67% of the total outstanding shares of 65,00,300. There were no dissenting votes for any resolution.

Item No Resolution Description Type Votes in Favor Votes Against
1 Adoption of audited financial statements and reports for FY26 Ordinary 36,83,713 (100.00%) NIL
2 Appointment of Kashyap R. Mehta & Partners as Secretarial Auditors (FY27-FY31) Ordinary 36,83,713 (100.00%) NIL
3 Authority to Board to advance loans/guarantees under Section 185 Special 36,83,713 (100.00%) NIL
4 Re-appointment of Hemendrakumar C. Shah as Independent Director (5 years) Special 36,83,713 (100.00%) NIL

Governance and Audit Observations

Ms. Rajkumari Udhwani served as the Chairperson for the virtual meeting. The Statutory Auditors, M/s. H. K. Shah & Co., issued an unqualified opinion on the financial statements for the year ended March 31, 2026. However, the Secretarial Auditors noted two key observations in their report:

  1. The company does not have a Managing Director, pursuant to Section 203 of the Companies Act, 2013.
  2. Delays were observed in uploading certain information required under Regulation 46 of SEBI (LODR) Regulations, 2015, on the company's website.

The Board provided explanations regarding these remarks in point no. 26 of the Directors' Report. The meeting commenced at 12:00 pm and concluded at 12:14 pm IST.

Details on Appointments

The shareholders approved the appointment of M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries, based in Ahmedabad, as Secretarial Auditors for five consecutive years from FY27 to FY31. The firm is led by Managing Partner Yash K. Mehta, who has over 15 years of post-qualification experience.

Mr. Hemendrakumar C. Shah, holding DIN 00077654, was re-appointed as an Independent Director. He holds qualifications including B.Com, LL.B, M.Com, ACMA, CAIIB, and ACS, with over 44 years of experience in finance, cost accounting, taxation, and legal matters. His shareholding in the company is nil, and he is not related to any other director.

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How will the Board utilize the newly granted authority under Section 185 to advance loans or provide securities, and what specific strategic investments or liquidity needs does this address?

What concrete steps has the management taken to rectify the SEBI (LODR) Regulation 46 compliance delays noted by the Secretarial Auditors to prevent future regulatory scrutiny?

Given the absence of a Managing Director, how does the current governance structure plan to handle executive decision-making and operational leadership for the upcoming fiscal years?

Prism Finance appeals ITAT against ₹5.16 Cr tax additions for two years

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Reviewed by
Riya DScanX News Team
Key Highlights
  • Prism Finance filed an ITAT appeal against NFAC orders upholding tax additions for AY 2016-17 and 2018-19
  • Total upheld additions amount to ₹5.16 crore, comprising unexplained cash credits and investments
  • Tax demands challenged are ₹53.64 lakh for AY 2016-17 and ₹4.62 crore for AY 2018-19
  • Company states no significant financial implications are expected based on case merits
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Prism Finance Limited has filed an appeal before the Income Tax Appellate Tribunal (ITAT) in Ahmedabad against orders from the National Faceless Appeal Centre (NFAC) that upheld significant tax additions for two past assessment years.

The company is challenging the NFAC’s dismissal of its earlier appeals against reassessment orders under section 147 of the Income Tax Act, 1961. The NFAC orders, dated June 19, 2026, and July 1, 2026, confirmed additions totaling approximately ₹5.16 crore across the two periods.

Litigation Details

The company disclosed the filing pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The appeals target specific additions made by the Income Tax Officer, Ward-3(1)(1), Ahmedabad, which were subsequently upheld by the NFAC under section 250 of the Act.

Assessment Year Section 68 Addition Section 69C Addition Total Additions
2016-17 ₹76.56 lakh ₹1.91 lakh ₹78.48 lakh
2018-19 ₹3.09 crore ₹7.73 lakh ₹3.17 crore

For AY 2016-17, the NFAC upheld an addition of ₹76,56,360 under section 68 and ₹1,91,410 under section 69C. For AY 2018-19, the upheld additions were ₹3,09,30,615 under section 68 and ₹7,73,265 under section 69C.

Financial Implications

The tax demand arising from the AY 2016-17 order stands at ₹53,63,710, while the demand for AY 2018-19 is ₹4,62,09,520. Prism Finance is seeking the deletion of these additions through the ITAT.

Regarding potential financial impact, the company stated it does not foresee any significant financial implications at this stage, citing the merits of the matter. The firm indicated it will keep stock exchanges informed of subsequent updates on the litigation.

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How might a favorable ruling from the ITAT in this case influence Prism Finance's cash flow and working capital management in the coming quarters?

Could this litigation set a precedent for how Section 68 unexplained credits are treated for similar NBFCs facing reassessment under the faceless appeal system?

What is the estimated timeline for the ITAT to hear this appeal, and how will prolonged litigation affect investor sentiment towards Prism Finance?

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