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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 of

Pulsar International Limited

Your Directors have pleasure in presenting herewith Twenty Sixth Annual Report of theCompany together with the Audited Annual Accounts for the year ended 31st March 2017

FINANCIAL RESULTS

Current Year 31st March 2017 Previous Year 31st March 2016
Rupees Rupees
Profit/(Loss) before Interest & Depreciation (134569) (196696)
Interest Paid
Profit/(Loss) before Depreciation (134569) (196696)
Depreciation 168025 896844
Profit/(Loss) before Tax (33456) (1093530)
Provision for Tax & Deferred Tax Assets (7521) 115782
Profit/(Loss) after Tax (25935) (977748)
Balance Brought forward 15990807 11938689
Balance Available for Appropriation 15964873 10960941
Extra ordinary adjustment 5000000
Excess/(Short) Provision for Tax 7521 (29866)
Adjustment for prior year
Balance carried forward 15957351 15990807

DIVIDEND

Directors have not recommended any dividend for the financial year 2016-17.

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 departures;

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 theloss 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 are adequate and were operating effectively;

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

MANAGEMENT DISCUSSION AND ANALYSIS

FOR 2016-2017 Industry Structure and Development

The Finance/lnvestment Companies are effected by Money Market and interest rates. TheGovernment policies and business Scenario improved sentiments of investors resulting inthe steep increase in Sensex and Nifty and decline in Interest rates.

Regulations

The Money & Capital Market is regulated by stringent rules and regulations of theSecurities & Exchange Board of India (SEB1) 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 31st March 2017 wasRs.46.67 lacs 96.42% higher compared to last year (Rs.23.76 lacs in the year 2015-16).However the margins during the year were Under pressure and Company has posted a loss. Noappropriation of profit is made and it is proposed to carry forward the balance of Rs.159.65 lacs in the Profit & Loss Account.

LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarantee. The Company has deployed funds inMutual funds details of which are provided in the financial statements.

OPPORTUNITY AND THREATS

The Government is committed to encourage the healthy growth of Capital Market fordevelopment of the Economy. The market regulators are also concerned in regaining theconfidence of investors.

FUTURE OUTLOOK

Your Directors are of the opinion that government's agenda of development and creatingjobs for young generation will stimulate the growth. Considering the huge population andchange in consumers' spending pattern Indian economy is bound to grow in coming years.

CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.

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

During the year none of the transactions entered with related parties falls under thescope of Section 188(1) of the Companies Act 2013providing information on transactionswith related parties pursuant to Section 134(3)(h) of the Companies Act 2013 read withrule 8(2) of the Companies (Accounts) Rules 2014 is not applicable during the year thecompany has not entered any significant related party transactions which consist potentialconflict with interest of the company at large and all the transactions were entered intoare at arms length basis by the company. The Company does not have any subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Director Retiring by Rotation

In terms of Section 152 of the Companies Act 2013 Shri. K. V. Deliwala Director ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. The Board recommends the same for yourapproval.

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

• Declaration by Independent Directors:

Pursuant to provisions of Section 149(7) of the Companies Act 2013 the Company hasreceived individual declaration from all Independent directors confirming that they meetthe criteria of Independence as per Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015.

MEETINGS OF THE BOARD

During the financial year 2016-17 four (4) meetings of the Board were held andconvened. The intervening gap between the two Board meetings was within the periodprescribed under the Companies Act 2013 and SEBI Listing Regulations.

The details of the Board meetings held during the year along with the attendance ofrespective Directors are set out in the Corporate Governance Report which forms part ofthis Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations the Board of Directorshas carried out the annual evaluation of its own performance its committees andindividuals directors. The Nomination and Remuneration Committee reviewed the performanceof the individual directors on the basis of criteria such as the contribution of theindividual 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 Act 2013 has been dealt with in the corporate governance report whichforms part of this Annual Report.

COMMITTEES OF THE BOARD

The Board has constituted the mandatory committee viz. Audit committee Nomination andRemuneration Committee Stakeholder Relationship Committee ?

The details in respect to the compositions roles terms of reference etc of relevantcommittees are provided in the Corporate Governance Report of the Company which formspart of this Annual Report.

NOMINATION AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy lays down the criteria for selection and appointment of Board members.

INTERNAL CONTROL SYSTEM

There are reasonable internal control systems at all levels in the Company. The Companyhas appointed Internal Auditors who report to Audit Committee.

RISK MANAGEMENT

The Company has proper Risk Management system for evaluation review of the riskmanagement plan and its effectiveness. The Audit Committee also reviews the financial riskand its control. The management also continuously access the risk involved in the businessand all out efforts are made to mitigate the risk with appropriate action.

VIGIL MECHANISM

Pursuant to provisions of Section 179(9) (10) of the Companies Act 2013 and Regulation22 of Listing Regulations a Vigil Mechanism for directors and employees to report genuineconcerns has been established.

The Company has formulated Vigil Mechanism policy. Further there were no complaintsreceived from any employees of the Company under vigil mechanism for the year underreview.

EMPLOYEES REMUNERATION:

Information required under Section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are appended tothis report as Annexure I and forms part of this report.

AUDITORS:

According to Directors there are no adverse remarks made by Statutory Auditors andSecretarial Auditors in their Reports itself. Notes to the accounts are self-explanatoryto comments/observation made by the auditors in their report. Hence no separateexplanation is given.

M/s M. S. Parikh & Co. Chartered Accountants Statutory Auditors of your Companyshall retire at the forthcoming Annual General Meeting of the Company. They have confirmedtheir eligibility and willingness to be reappointed as the Statutory Auditors. Members arerequested 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 2016-2017. The report on the Secretarial Audit isappended as Annexure II to this report. According to the Board of Directors thereport does 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 III andforms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

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

During the year under review the Company has not received any complaint of sexualharassment against women employees of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

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 on record their deep sense of appreciation to the Company'sBankers and all the staff members for their unstinted support. Your directors also wish tothank the shareholders for confidence reposed in the management of the Company.

Date: 29th May 2017 For and on behalf of the Board
Place: Mumbai Pulsar International Limited
M. K. Deliwala
Chairman
DIN:00112934
r Registered Office:
A-501 Avantika Apartment
New Maneklal Estate
Ghatkopar (West)
Mumbai: 400 086