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Paul Merchants Ltd.

BSE: 539113 Sector: Others
NSE: N.A. ISIN Code: INE291E01019
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VOLUME 15
52-Week high 5250.00
52-Week low 3031.00
P/E 39.07
Mkt Cap.(Rs cr) 447
Buy Price 4315.00
Buy Qty 1.00
Sell Price 4490.00
Sell Qty 9.00
OPEN 4335.00
CLOSE 4335.00
VOLUME 15
52-Week high 5250.00
52-Week low 3031.00
P/E 39.07
Mkt Cap.(Rs cr) 447
Buy Price 4315.00
Buy Qty 1.00
Sell Price 4490.00
Sell Qty 9.00

Paul Merchants Ltd. (PAULMERCHANTS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 32nd AnnualReport together with the Audited Financial Statements of the Company for the year ended 31stMarch 2016.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for yourconsideration:

Particulars 2015-16 2014-15
(Amount in Rs.) (Amount in Rs.)
Gross Income 24686948116 21671851504
Profit Before Interest and Depreciation 372154691 300253148
Interest 28710550 29847798
Gross Profit 343444141 270405350
Provision for Depreciation 28247542 29009118
Net Profit Before Tax 315196599 241396232
Provision for Tax 112446687 87380299
Deferred Tax (1441740) (4605279)
Net Profit After Tax 204191652 158621212
Balance of Surplus brought forward 1173748942 1015127730
Balance available for appropriation 1377940594 1173748942
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 1377940594 1173748942

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THEYEAR/HIGHLIGHTS/OPERATIONS

The Company operates principally in three business verticals International MoneyTransfer Foreign Exchange and Tours & Travels. During the year under review Grossrevenue from International Money Transfer activities stood at Rs. 1135536676/- fromForeign Exchange Services stood at Rs. 22948655651/- and from Tours & TravelSegment stood at Rs. 458186330/-. The Profit before tax stood at Rs. 315196599/- andProfit after tax stood at Rs. 204191652/-. For further details kindly refer toManagement Discussion & Analysis Report Annexure D-3 and Corporate Governance Reportwhich forms part of this report.

DIVIDEND :-

Your Directors have decided to reinvest the earnings in the growth of business and forthis reason have decided to not to declare any Dividend for the year under review.

RESERVES:-

Entire amount of Net Profit of Rs. 204191651.64/- has been transferred to Profit andLoss Surplus account which appears under the head "Reserves and Surplus." Noamount has been transferred to any reserves.

DIRECTORS:-

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Sarita Rani Bansal (DIN 00094504) and Mr. Rajneesh Bansal(DIN 00077230)

Directors of the Company retire by rotation in the ensuing Annual General Meeting andbeing eligible offer themselves for re-appointment.

Mr. Dharam Pal Sharma (DIN 07284332) had been appointed as Whole Time Director subjectto approval of Members designated as Designated Director of the Company by the Board ofDirectors. He holds office upto the date of the ensuing Annual General Meeting and isproposed to be appointed as regular Whole Time Director by the Members. His remunerationw.e.f. 09-11-2015 was fixed @ Annual Remuneration-Rs. 570000/- (Rupees Five Lakh Seventythousand Only) Annual Performance bonus up to Rs. 20000/- as decided by the Nominationand Remuneration Committee of the Board Gratuity as per the Payment Of Gratuity Act 1972subject to the overall limits as provided in Companies Act 2013. Further Fixed MonthlyIncentive of Rs. 7000/- per Month was allowed to him by the Board w.e.f. 01.04.2016. TheCompany has received requisite notice and deposit in writing from a Member proposing himfor appointment as While Time Director.

In the opinion of the Board Mr. Dharam Pal Sharma (DIN 07284332) fulfill theconditions for his appointment as Whole Time Director as specified in the Act and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Brief Resumes and other details relating to the Directors who are proposed to beappointed/re-appointed as required to be disclosed under Regulation 36 of the SEBI (LODR)Regulations 2015 form part of the Notice of Annual General Meeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under Section 149 (6) of the Companies Act 2013read over with Regulation 25 of SEBI (LODR) Regulations 2015.

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Annual Report of the Company contains a certificate by the Managing Director interms of Para D of Schedule V to the SEBI (LODR) Regulations 2015 on the declarationsreceived from the Directors and the Senior Management personnel affirming compliance withthe Code applicable to them during the year ended March 312016

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Sh. Sat Paul Bansal Chairman cum Managing Director
Sh. Tilak Raj Khepar Chief Financial Officer
Sh. Hardam Singh Company Secretary

There was no change (appointment or cessation) in the office of any KMP during the yearunder review.

SHARE CAPITAL

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year underreview.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares or Employee Stock Options during theyear under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments effecting the Financial position of theCompany happening between the end of the Financial Year of the Company and date of thisReport.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no events to be reported under this head.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the FinancialYear under review:

a. In the nature of Company's business

b. Generally in the class of business in which the Company has an interest

Further the Company has no Subsidiary and therefore information regarding any changein subsidiaries or in the nature of business carried on by them is not applicable to theCompany.

CORPORATE GOVERNANCE :-

Your Company is committed to maintain the highest standards of Corporate Governance andis in compliance with the corporate governance guidelines as laid out in the listingagreement/ Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. As required under Regulation 34 (3) read with Part C ofSchedule V to the Securities & Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance is annexedherewith and forms a part of this Annual Report.

A Compliance Certificate from Mr. Sanjeev Sharma a practicing Company Secretaryconfirming compliance with the conditions of Corporate Governance is also annexed withthis Report as required under Part E of Schedule V to the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of

Directors KMP and other employees is attached as Annexure D-2 which forms part ofthis report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review as stipulatedunder Part B of Schedule V to the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section asAnnexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5 (2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is also attached as Annexure D-4 whichforms part of this report.

DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

Commission paid to Mr. Sat Paul Bansal the Chairman cum Managing Director of theCompany for the Financial Year 2015-16 comes to Rs. 4667504/-

Commission paid to Mr. Rajneesh Bansal the Executive Director of the Company for theFinancial Year 2015-16 comes to Rs. 4667504/-

Commission paid to Mrs. Sarita Rani Bansal who remained Whole Time Director of theCompany till 09-11-2015 for the Financial Year 2015-16 comes to Rs. 1166876/-

NUMBER OF MEETINGS OF BOARD

During the year 2015-16 4 (Four) Board Meetings were held and 1 (One) IndependentDirectors meeting was held on 11.02.2016. The dates on which the Board Meetings were heldare 22.05.2015 13.08.2015 09.11.2015 & 11.02.2016. Further details as required underPart C of Schedule V to the Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 are given in the Corporate GovernanceReport forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas put in place a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors. Accordingly following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances monitoring of controls and CorporateGovernance

The Independent Directors had met separately on 11.02.2016 without the presence ofNonIndependent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of executive andNonExecutive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of everyDirector's performance.

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it is determined whether to extend or continue their term ofappointment whenever the respective term expires.

The Directors express their satisfaction over the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s Jain & Associates (Firm Regn. No. 01361N) Chartered Accountants Chandigarhwere appointed as Statutory Auditors of your Company at the 31st Annual GeneralMeeting held on 28th September 2015 for a term of five consecutive years. Asper the provisions of Section 139 of the Companies Act 2013 the appointment of Auditorsis required to be ratified by Members at every Annual General Meeting therefore theirappointment is subject to ratification by the Members in the Annual General Meeting

The Auditors' Report being self-explanatory require no comments from the Directors.Further there are no reservations qualifications or adverse remarks in the Audit Reportgiven by them in respect of the Financial Year 2015-16.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Vishal Arora (FCS 4566) a Company Secretary in practice having CP no. 3645 wasappointed as Secretarial Auditor of the Company for the financial year 2015-16 pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are no qualifications or observations or other remarks by the SecretarialAuditors in the Report issued by them for the financial year 2015-16 which call for anyexplanation from the Board of Directors.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Rules Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements withrespect to the Joint Venture Company M/s Horizon Remit Sdn. Bhd. Malaysia pursuant toSection 129(3) of the Companies Act 2013 (Act) and SEBI Listing Regulations and preparedin accordance with the Accounting Standards prescribed by the Institute of CharteredAccountants of India in this regard

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has in place sound internal control system to ensure that all assets areprotected against loss from any unauthorised use and all transactions are recorded andreported correctly. According to Section 134(5) (e) of the Companies Act 2013 the termInternal Financial Control (IFC) means the policies and procedures adopted by the companyfor ensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

The Company has a well placed proper and adequate internal financial control systemcommensurate with the size scale and complexity of its operations. The scope andauthority of the internal Audit function is well defined in the Organization. The internalfinancial control system ensures that all assets are safeguarded and protected and thatthe transactions are authorised recorded and reported correctly. The Company's internalfinancial control system also comprises due compliances with Company's policies andStandard Operating Procedures (SOPs) and audit and compliance by in-house Internal AuditDivision supplemented by Concurrent and Statutory Audit. The Internal Auditorsindependently evaluate the adequacy of internal controls and regularly audit thetransactions. Independence of the audit and compliance is ensured by regular supervisionof the Audit Committee over Internal Audit findings. Significant audit observations andcorrective actions suggested are presented to the Audit Committee of the Board onQuarterly basis.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically as per the Risk Management Policy of theCompany. A Risk Management Committee voluntarily constituted by the Board of Directors isalso in place with the responsibility of preparation of Risk Management Policy reviewingand monitoring the same on regular basis to identify and review critical risks on regularbasis to update the Risk management on quarterly basis to report key changes in criticalrisks to the Board on an ongoing basis to report critical risks to Audit Committee indetail and such other functions as may be prescribed by the Board. The Company hasformulated Risk Management Policy which provides an overview of the principles of riskmanagement explain approach adopted by the Company for risk management define theorganizational structure for effective risk management develop a "risk" culturethat encourages all employees to identify risks and associated opportunities and torespond to them with effective actions identify assess manage and mitigate existing andnew risks in a planned and co-ordinated manner with minimum disruption and cost toprotect and preserve Company's human physical and financial assets. The Risk ManagementCommittee holds regular meetings to review the critical risks identified. The risks facedby the Company and their minimization procedures are assessed categorically under thebroad heads of High Medium and Low risks. Further the Company identifies risks andcontrol systems are instituted to ensure that the risks in each business process areminimized/mitigated. The Board provides oversight and reviews the Risk Management Policyon a regular basis. In the opinion of the Board there has been no identification ofelements of risk that may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no subsidiaries or Associates as defined in the Companies Act 2013 andno change happened during the year under revie. The Company has one Joint Venture Companyin the name of M/s Horizon Remit Sdn. Bhd. Malaysia. The Company holds 29.424 % equitystake in the said Joint Venture Company. Weizmann Forex Ltd (CIN L65990MH1985PLC037697)and Western Union Processing Limited an Irish Limited Liability Company are the otherpartners in the said Joint Venture Company. Report on the performance and Financialposition of the Joint Venture Company in the specified format AOC-1 is annexed to theDirectors' Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year201516 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 an Audit Committee is duly constituted.The Audit Committee as on March 312016 comprises of the following Independent Directors:

Shri. Vigyan Arora Independent Director Chairman
Shri Dilbagh Singh Sidhu Independent Director Member
Shri Ajay Kumar Arora Independent Director Member

Details of the Audit Committee have been separately given in the Corporate Governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and pursuant to the provisionsof Section 178 (1) of The Companies Act 2013 Nomination & Remuneration Committee isduly constituted. As on March 312016 the Committee comprises of the following Directors:

Sh. Dilbag Singh Sidhu Independent Director Chairman
Sh. Sandeep Bansal Non Executive Director Member
Shri. Vigyan Arora Independent Director Member

The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Stakeholders RelationshipCommittee is duly constituted with following composition as on March 312016:-

Sh. Vigyan Arora Independent Director Chairman
Sh. Rajneesh Bansal Executive Director Member
Sh. Sandeep Bansal Non Executive Director Member

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of Section 135 of the Companies Act 2013 the Company has constituted a CSRCommittee of the Board with the following composition as on March 312016:

1 Sh. Sandeep Bansal Non Executive Director Chairman
2 Sh. Rajneesh Bansal Executive Director Member
3 Sh. Vigyan Arora Independent Director Member

Other details of the Committee and CSR Policy is furnished in the Report on CorporateGovernance which is annexed herewith. The CSR Policy is also available on the website ofthe Company http://paulmerchants.net/CSR-Policy.pdf. The annual report on CSR activitiesis furnished in Annexure D-7 which forms part of this report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year underreview.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2016 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure D-8 and formspart of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act as at end of the Financial Year2015-16 are attached as Annexure D-9 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIESACT 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were in the ordinary course of business and on an arm's lengthbasis. Hence provisions of Section 188 (1) are not applicable. As these transactions werein the ordinary course of business and on an arm's length basis in the opinion of theBoard these transactions are justified to be executed. The details of these transactionsis given in Form AOC-2 annexed as Annexure D-10 which forms part of this report. All thesaid Transactions were done with prior approval of the Audit Committee and with Boardapproval. The transactions entered into pursuant to the omnibus approval of the AuditCommittee were also placed regularly before the Audit Committee for its review.

During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered ‘material' according to the policy of theCompany on Materiality of Related Party Transactions. Your attention is also drawn to theRelated Party disclosures set out in Note no. 32 of the Financial Statements.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website athttp://paulmerchants.net/Related-Party-Transaction-Policy.pdf.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms ofSection 177 (10) of the Companies Act 2013 and also in terms of Regulation 4 (2) (d) andRegulation 22 of Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the said Vigil Mechanism cum WhistleBlower Policy is given in the Corporate Governance Section which is annexed herewith. TheVigil Mechanism cum Whistle Blower Policy is also available on the Company's websitehttp://paulmerchants.net/Vigil%20Mechanism.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

INDUSTRIAL RELATIONSHIPS:-

Relations between the Management and the employees at all levels have been cordial andthe Directors wish to express their appreciation for the cooperation and dedication of theemployees of the Company.

HUMAN RESOURCES DEVELOPMENT

The Company continued with its drive to institutionalise and upgrade its HR processesto help build a more robust workforce capable of managing dynamic and growing businessneeds. In particular it focused on improving its processes related to IntegratedDevelopment Performance Management and Succession Planning. Further discussion on thissubject is included in the Management Discussion and Analysis Report forming part of thisreport.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable tothe company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING AGREEMENT :-

The equity shares of the company are listed on the BSE Ltd (BSE). During the yearCompany executed Uniform Listing Agreement in accordance with the requirements of SEBIcircular DCS/ COMP/12/2015-16 dated October 13 2015 with BSE Limited.

The Company formulated following Policies as required under Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 :

1. ‘Policy for Preservation of Documents' under Regulation 9 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

2. ‘Archival Policy' under Regulation 30 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The web link of ‘Archival Policy' is;

http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2016/03/Policy-on-

Archival-of-Records.pdf

3. ‘Policy on Criteria for determining Materiality of events/information' underRegulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The web link of the ‘Policy on Criteria for determining Materiality ofevents/information' is;http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2016/03/Policy-on-Determination-of-Materiality.pdf

The company has already paid listing fees for the year 2016-2017 to the BSE Ltd.

INSIDER TRADING:

The Board of Directors of the Company have adopted The Code Of Conduct For PreventionOf Insider Trading in accordance with the requirements of the SEBI (Prohibition of InsiderTrading) Regulations 2015. The Insider trading policy of the company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation.

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule V to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 pertaining to corporate governance norms Mr. Sat Paul Bansal ManagingDirector and Mr. Tilak Raj Khepar CFO have certified inter-alia on review of financialstatements and establishing and maintaining internal controls for the financial reportingfor the year ended March 312016. The said certificate forms an integral part of thisAnnual Report. The certificate has been reviewed by the Audit Committee and taken onrecord by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports the Company's equity shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. About 95% of the issued shares of the Company are alreadyin dematerialized form. M/s Alankit Assignments Limited New Delhi are acting as theRegistrar and Share Transfer Agents for this purpose and acts as common share agency interms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading OfInformation Regarding Unpaid And Unclaimed Amounts Lying With Companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 28-09- 2015)with the Ministry of Corporate Affairs.

FINANCIAL STATEMENTS

Annual Report 2015-16 of the Company containing complete Balance Sheet Statement ofProfit & Loss other statements and notes thereto prepared as per the requirements ofSchedule III to the Companies Act 2013 Directors' Report (including ManagementDiscussion and Analysis Report and Corporate Governance Report) are being sent via emailto all shareholders who have provided their email address(es). To others the AnnualReport is being sent by post. Full

version of Annual Report 2015-16 is also available for inspection at the registeredoffice of the Company during working hours upto the date of ensuing Annual General Meeting(AGM). It is also available at the Company's website www.paulmerchants.net. The Notice ofthe AGM shall also be placed at the website of CDSL. Please note that you will be entitledto be furnished free of cost the full Annual Report 2015-16 upon receipt of writtenrequest from you as a member of the Company.

ACKNOWLEDGEMENT:-

Your Directors wish to express their sincere appreciation to valued Clients ReserveBank of India Western Union Financial Services Inc U.S.A Company's Bankers GovernmentAgencies and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board For & On Behalf of the Board
SD/- SD/-
(SAT PAUL BANSAL) (RAJNEESH BANSAL)
CHAIRMAN CUM MANAGING DIRECTOR EXECUTIVE DIRECTOR
(DIN 00077499) (DIN 00077230)
PLACE: CHANDIGARH
Date: August 112016