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Pulsar International Ltd.

BSE: 512591 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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Pulsar International Ltd. (PULSARINTL) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting herewith Twenty Fourth Annual Reporttogether with the Audited Financial Statements ofthc Company for the year ended 3lstMarch 2015. .

Financial Result

Current Year 3lstMarch 2015 Previous Year 31stMarch 2014
Rupees Rupees
Profit/(Loss) before Interest & Depreciation 165743 (25683)
Interest Paid
Profit/(Loss) before Depreciation 165743 (25683)
Depreciation 352067 230573
Profit/(Loss) before Tax (186324) (204890)
Provision forTax& Deferred Tax Assets 103133 64490
Profit/(Loss) after Tax (83191) (140400)
Balance Brought forward 11615387 7955788
Balance Available for Appropriation 11532197 7815388
Extraordinary adjustment . 500000


Exccss/(Short) Provision for Tax (93509)
Adjustment for prior year
Balance carried forward 11938688 11615388


Directors have not recommended any dividend.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to bebest of their knowledge confirm that -

a) in the preparation of the accounts the applicable accounting standards have beenfollowed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls arc adequate and were operating effectively;

d) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.


Industry Structure and Development

The Finance/Investment Companies are effected by Money Market and interest rates. Postgeneral election witnessed the improved sentiments of investors resulting in the steepincrease in Senscx and Nifty.


The Money & Capital Market is regulated by stringent rules and regulations of theSecurities & Exchange Board of India (SEBI) the Stock Exchanges and Reserve Bank ofIndia. This helps in reviving the trust of investors in Indian market in time of crisis.

Performance of the Company

Total revenue including other income for the financial year ended 31 st March 2015 wasRs.21.64 lacs 44.26% lower compared to last year (Rs.38.82 lacs in the year 2013-14).Eaming(Loss) before interest tax depreciation and amortization (EBITDA) was Rs.2.41 lacsas against Rs. 1.01 lacs a year ago. Ix>ss after tax for the year was Rs. 1.77 lacs anIncrease of25.85%over the loss after lax of Rs. 1.40 lacs in 2013-14.

No appropriation of profit is made and it is proposed to cany forward the balance ofRs. 119.39 lacs in the Profit & Loss Account.

Guarantees and Investments

The Company has not give any loan or guarantee. The Company has made investments inshares securities and bonds details of which are provided in the financial statements.

Opportunity and threats

The New Government is committed to encourage the healthy growth of Capital Market fordevelopment of the Economy. The market regulators arc also concerned in regaining theconfidence of investors which is adversely effected due to economic slowdown and scams.

Future Outlook

Your Directors arc of the opinion that new government's agenda of development andcreating jobs for young generation will stimulate the growth. Considering the hugepopulation and change in consumers' spending pattern Indian economy is bound to grow incoming years.

Conservation of Energy etc.

Since the Company is not engaged in any manufacturing activity information as requiredunder the provisions of Section 134 (3) (m) of the Act is not furnished. During the yearunder consideration there were no foreign exchange earnings or outgo.

Corporate Governance

In line with the requirement of the Companies Act 2013 as also amended. Clause 49 ofthe Listing Agreement the Board of Directors has constituted new committees. Details ofthese committees along with their terms of reference composition and meetings held duringthe year are provided in the Corporate Governance Report. During the year the Company hasalso amended the existing policies and adopted new policies such as. Related PartyTransaction Policies Whistle Blower Policies.

A separate report on Corporate Governance is annexed which forms part of this report.A certificate of CEO and CFO of the Company confirming the correctness of the financialand cash flow statements adequacy of the internal control measures and reporting ofmatters to the Audit Committee is also annexed and forms part this Directors' Report.

Transactions with related parties

None of the transactions with related parties falls under the scope of Section188(l)ofthe Companies Act 2013 information on transactions with related parties pursuantto Section 134 (3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules2014 are given in Anncxurc 1 in Form AOC-2 and the same forms part of this report. TheCompany does not have any subsidiary.

Directors and key managerial personnel

Pursuant to the provisions of Section 149 of the Companies Act 2013 which came intoeflfect from 1 st April 2014 the Directors had reviewed the composition of the Board andhad identified Shri. N. J. Shah as independent director. The terms of appointment of Shri.N. J. Shah as director shall expire in the ensuing Annual General Meeting. He is entitledfor re-appointment for a further on term of five years. The Company has received a noticealongwith a refundable deposit of Rs. 100000/- in pursuance to the provisions of Section160 of the Act proposing the appointment of Shri. N. J. Shah as Director.

The Board of Directors in its meeting held on November 72014 had appointed Mrs.Jayshree M.Deliwala as an Additional Director. Pursuant to the provisions of Section 160of the Act Mrs. Jayshree M.Deliwala would be vacating the office as Director. The Companyhas received a notice under Section 160 of the Act along with refundable deposit of Rs.100000/- proposing the appointment of Mrs. Jayshree M.Deliwala.

Shri. K. V. Deliwala shall retire by rotation at the ensuing Annual General Meeting andbeing eligible has offered himself for rc-appointment.

Nomination& Remuneration Policy pertaining to appointment of Director and Sr.Managerial personnel in annexed to this report as Annexure-ll.

During the year under review none of the non-executive directors had any pecuniaryrelationship or transactions with the Company.

Shri. Narendra D. Shah was appointed as Chief Executive Officer & Chief FinanceOfficer Shri I. D. Patel was appointed as Company Secretary w.e.f. 31st March 2015.

Number of meeting of the Board

Five meetings of the Board were held during the year under review. Corporate GovernanceReport which forms part of this report contains the details about the Board meeting asalso meeting attended by each Directors of the Company.

Board evaluation

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement with theBSE Ltd. the Board of Directors had done the annual evaluation of its own performanceits committees and individuals directors. The Nomination and Remuneration Committeereviewed the performance of the individual directors on the basis of criteria such as thecontribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole was evaluated taking into account theviews Directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) ofthe Companies Ack2013 has been dealt with in the corporate governance report which formspart of the Directors' Report.

Audit Committee

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report Internal Control System

There are reasonable internal control systems at all levels in the Company. The Companyhas appointed Mr. Kamlesh Gagawani Chartered Accountant as Internal Auditors whoreports to Audit Committee.

Risk Management

The Company has Risk Management Committee. This committee is responsible for reviewingthe risk management plan and its effectiveness. The audit committee also reviews thefinancial risk and its control. The management also continuously access the risk involvedin the business and all out efforts arc made to mitigate the risk with appropriate action.


Information required under Section 197 of the Act read with rule 5( I) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended to thisreport as Anncxurc III and forms part of this report.


According to Directors there are no adverse remarks made by Statutory Auditors intheir Report itself. Notes to the accounts are self explanatory to commcnts/observationmade by the auditors in their report. Hence no separate explanation is given.

M/s M. S. Parikh & Co. Chartered Accountants Statutory Auditors of your Companyshall retire at the forthcoming Annual General Meeting. However they are eligible forreappointment. Members arc requested to appoint the Auditors and fix their remuneration.

During the year. Secretarial Audit was carried out by Mr. Jinang Shah PracticingCompany Secretary for the financial year 2014-2015. The report on the Secretarial Audit isappended as Annexure IV to this report. According to the Board of Directors the reportdocs not have any adverse remark.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section92(3) of the Companies Act 2013 is annexed to this report in Annexure V and forms partofthis report

Disclosure For the Sexual Harassment ofWomcn

The sexual harassment of women at the work place (Prevention Prohibition andRcdressal) Act 2013 mandates that all companies need to make necessary disclosure aboutcompliance with the said law in their annual report as per Section 22 Sc 28 of thesaid Act.

Accordingly for the year ending March 31st 2015. Disclosure is made as follows:

"Disclosure under the sexual harassment of women at the work place (PreventionProhibition and Rcdressal) Act 2013."

"The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the sexual harassment of women at the work place (Prevention Prohibitionand Rcdressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redressthe complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

The following is the summary of sexual harassments complaints received and disposed offduring the year 2014-15:

No of complaints received : NIL

No of complaints disposed off. : NIL

Cautionary Statement

Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.

Acknowledgement: .

The Directors wish to place oh record their deep sense of appreciation to theCompany’s Bankers and all the staff members for their unstinted support. Yourdirectors also wish to thank the shareholders for confidence reposed in the management ofthe Company.

Mumbai: 30th May 2014 For and on behalf of the Board of Directors
Registered Office : A-501 Avantika Apartment
New Mancklal Estate M.K. DELIWALA
Ghatkopar (West) CHAIRMAN
Mumbai: 400 086