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Ace Engitech Ltd.

BSE: 530669 Sector: Financials
NSE: N.A. ISIN Code: INE035401012
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NSE 05:30 | 01 Jan Ace Engitech Ltd
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OPEN 11.50
CLOSE 11.50
VOLUME 1593
52-Week high 11.50
52-Week low 6.04
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ace Engitech Ltd. (ACEENGITECH) - Director Report

Company director report

To

The Members

Prem Somani Financial Services Limited

Your Directors have pleasure in presenting the 30th Annual Report on thebusiness and operations of the company together with the Audited Financial Statements andthe

Auditors' Report thereon for the financial year ended on March 31 2021.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance for the year ended onMarch 31 2021.

(Amount in Rs)

Particulars 2020-21 2019-20
Total Revenue 697662 394840
Less: Total Expenditure (3722229) (3248228)
Net Profit/ (Loss) Before Tax (3024567) (2853388)
Less: Provision for Tax - -
Net Profit/ Loss After Tax (3024567) (2853388)

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

During the year under review your company's Total Income was increased from Rs. 3 94840/-to Rs. 6 97 662/-Due to increase in other expenses company has incurred a loss ofRs. 30 24 567/- during the reporting period. Your Directors and Management along withthe entire team are taking all possible action to sustain our financial growth andbusiness operational developments in spite of all adverse external conditions &competition. Your Company's management is trying their best to improve company'sperformance and generating profits in the coming years.

3. LISTING STATUS

The Company is listed on BSE Limited (Scrip Code: 530669). The annual listing fee hasbeen paid within time as required under Regulation 14 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

4. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementsrelate and the date of this report except the inevitable impact on the business due to theGlobal Pandemic Covid-19.

Outbreak of COVID-19 pandemic globally and in India is resulting in an economicslowdown all over. The pandemic is significantly impacting business operation of theCompany in numerous ways. The lockdown lots of restrictions and unexpected variables haveadversely affected in to the operations and future growth plans of the Company. Thecompany is still in the process to quantify the overall impact of such outbreak.

The company is in full compliance to the guidelines/instructions issued byCentral/state Governments all over India to prevent spread of COVID-19 as responsiblecorporate citizen and in order to ensure the safety and well-being of employees workersand all stakeholders the Company had decided to temporarily close its offices and placesof operations. The Company implemented working from Home for all the employees working atthe offices wherever possible. The employees were also requested to submit to managementreports and status of their work from time to time.

Public Announcement to acquire shares of the Company by Zyden Technologies PrivateLimited

Further the company has resumed partial operations w.e.f June 08 2021 with 50%workforce and alternate working days with appropriate measures being taken to ensuresocial distancing and sanitization.

Zyden Technologies Private Limited a company registered under the Companies Act 2013has made a public announcement on October 26 2020 to acquire 8 58 884 ((Eight LacsFifty Eight Thousand Eight Hundred Eighty Four) equity shares of Rs. 10/- eachconstituting 26.00% of the existing equity share capital along with Complete Control andManagement of Prem Somani Financial Services Limited.

Zyden Technologies Private Limited has also filed a Detailed Public Statement onOctober 29 2020. The Company had constituted a committee of Independent Directors (IDC)in the interest of all stakeholders to provide their reasoned recommendation in respect ofthe offer by Zyden Technologies Private Limited. Further the process of acquisition ofthe company has been completed in consonance with provisions of Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and thepost open offer report dated February 16 2021 is duly submitted with the recognized StockExchanges and SEBI.

Change of Management and Control

ZYDEN TECHNOLOGIES PRIVATE LIMITED:- PROMOTER

During the year the management of the company has been changed pursuant to theacquisition of promoter's stake approx. 8 46 200 equity shares of Rs. 10/- eachconstituting 25.62% by Zyden Technologies Private Limited ("Acquirer") whichbelongs to ‘ZYDEN'. The new promoters are committed to Excellence Integrated andInfrastructure Technology. The acquisition was made as per Securities and Exchange Boardof India (Substantial Acquisition of Shares and Takeovers) Regulations 2011. After theacquisition made in consonance with provisions of Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations 2011 the Acquirer hasacquired control and controlling stake in the company and accordingly new Promoters/Directors/KMPs in the Board of Directors and Company Secretary of the company wereappointed as follows:

Zyden Technologies Private Limited is a body corporate as per provisions of CompaniesAct 2013 and after completion of Open offer mentioned body corporate as categorized inpromoter group under the Shareholding Pattern which is filed on BSE Limited as on March31 2021.

MR. LIONEL ANTHONY LOYOLA VELLOZ:- ADDITIONAL DIRECTOR DESIGNATED AS MANAGING DIRECTOR

Mr. Lionel Anthony Velloz possesses Bachelor of commerce qualification and has morethan 20 years of vast experience in the diverse areas.

He is a Director of three companies i.e. Art of Technologies Infrastructure LimitedAce Technologies & Infrastructure Private Limited and Zyden Technologies PrivateLimited and responsible for facilitating Training and Development programs. Created andtaught training classes for various technical and soft skills and design and developoperating procedures for service support and compliance and quality metrics along withresearching and sourcing exceptional talent in order to refer to client in corporatebusiness. Utilized a wide array of company resources in order to recruit and consultcandidates. Manage end to end recruitment life-cycle.

Mr. DINESH KUMAR BOHRA:- ADDITIONAL DIRECTOR (NON EXECUTIVE) AND CHIEF FINANCIALOFFICER

Mr. Dinesh Kumar Bohra possesses Bachelor of Commerce qualification and morethan 30 years of experience in Capital market handling broking business of retail clientand corporate house with M.N. Kothari. Good experience to raise capital through Primarymarket i.e. IPO and inter corporate deposits.

MS. SONALI GUPTA: ADDITIONAL DIRECTOR (NON EXECUTIVE)

Ms. Sonali Gupta has possessed MBA (Finance) and BBA qualification and FinancialAnalysist of Cement Industries of Saurashtra Limited and Andhra Limited. She handled manyprojects during her internship tenure. She is working with Deloitte Hyderabad as a UK TaxConsultant and more than 3 years of experience in the field.

MR. NAGENDRA NAGRAJ NALLU:- ADDITIONAL DIRECTOR (INDEPENDENT)

Mr. Nagendra Nagraj Nallu possesses Bachelor of Engineering degree and have more than 2years of experience in the electrical field.

MR. HEMANT BOHRA:- ADDITIONAL DIRECTOR (INDEPENDENT)

Mr. Hemant Bohra possesses Bachelor of commerce degree and he is working in Mind infoPrivate Limited as a Software Engineer from the last 7 years or more.

MS. PRIYA GUPTA:- COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Priya Gupta possesses Master of commerce and CS degree having (M. No.: -A 34581)was appointed as a Company Secretary and Compliance Officer of the company w.e.f April 012021 and have more than 2.8 years of experience in the Secretarial field.

5. DIVIDEND

In view of the losses incurred by the company during the year the directors regrettheir inability to recommend any dividend for the year under review.

6. CHANGE IN THE NATURE OF BUSINESS IF ANY

The RBI has cancelled Certificate of Registration vide Order No.285/09.10.214/2018-19dated 18.102018 of NBFC due to not maintain minimum Net owned Fund as prescribed by RBIand no NBFC related activities have been carried out by the company on or after suchcancellation of license and in respect of the same the RBI has provided a time period of 3years to alter its Memorandum of Association along with object clause as well.

Further The Board of Directors has to consider from time-to-time proposals fordiversification into areas which would be profitable for the Company as part ofdiversification Plans. For this purpose the object Clause of the Company to becomprehensive so as to cover a wide range of activities to enable your Company to considerembarking upon new projects and activities.

To design plan develop make establish install operate provide manage maintainpromote execute implement customer interaction management services consultancyservices or otherwise deal in operate and facilitate in any manner the entire range ofIT enabled services web enabled services value added services Infrastructure workDrinking water related work Exports Trading of goods and services Power Transmissionincluding all services related to access storage distribution and transmission ofInternet web page hosting web site designing electronic commerce services in variousforms including but not restricted to voice e-mail chat and collaborative browsing database and data processing services computer hardware and software systems and all kindsof communication as are in use or may be developed in future with an intention of movingupstream in the value chain

The alteration in the Objects Clause of the Memorandum of is to facilitate for improvethe business. This will enable the company to enlarge the area of operations and carry onits business economically and efficiently and the proposed activities can be under theexisting circumstances conveniently and advantageously combined with the presentactivities of the company. The details of the same highlighting the key focus areas of ourcompany.

7. AMOUNTS TRANSFERRED TO RESERVES

The Board of the company does not propose to transfer any amount to the GeneralReserves for the financial year under review.

8. CHANGES IN SHARE CAPITAL IF ANY

During the financial year under review there has been no change in the structure ofshare capital of the Company. As on the last date of financial year under review thepaid-up share capital of the company stood at Rs. 33034000/- divided into 3303400shares of Rs. 10/- each. Further the company is proposed to reduction of share capital inthis AGM subject to the approval of Shareholders of the company.

9. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed athttps://psfs.co.in/wp-content/uploads/2021/07/Draft-MGT-7.pdf

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During the year under review there was no associate Joint Venture and subsidiaryCompany.

11. DIRECTORS AND KMP

Due to completion of an Open offer made by Zyden Technologies Private Limited thewhole Management of the Company has been changed.

The new Board and Key managerial personnel (KMPs) were appointed during the financialyear 2020-21. The followings details of appointment and resignation of directors and KMPsare hereunder:

Inductions

Mr. Lionel Anthony Loyola Velloz (DIN: 02675063) was appointed as an AdditionalDirector designated Managing Director of the company w.e.f March 31 2021 to hold officewith immediate effect up to the date of ensuing AGM. Further the Board of Directors intheir meeting held on June 28 2021 has recommended to the Members appointment of Mr.Lionel Anthony Loyola Velloz (DIN: 02675063) as a Managing Director of the Company for aperiod of 3 years up to 30.03.2024.

Mr. Dinesh Kumar Bohra (DIN:02352022) was appointed as an Additional Director(Non-Executive) and Chief Financial Officer (CFO) of the company w.e.f March 31 2021 tohold office with immediate effect up to the date of ensuing AGM. Further the Board ofDirectors in their meeting held on June 28 2021 has recommended to the Membersappointment of Mr. Dinesh Kumar Bohra (DIN: 02352022) as a director (Non-executive) of theCompany and liable to retire by rotation.

Ms. Sonali Gupta (DIN: 08729522) was appointed as an additional Director(Non-executive) of the company w.e.f March 31 2021 to hold office with immediate effectup to the date of ensuing AGM. Further the Board of Directors in their meeting held onJune 28 2021 has recommended to the Members appointment of Ms. Sonali Gupta (DIN:08729522) as a director (Non-executive) of the Company and liable to retire by rotation.

Mr. Nagendra Nagraj Nallu (DIN:07733329) was appointed as an Additional Director(Independent) by the Board of Directors in their meeting held on March 31 2021 to holdoffice with immediate effect up to the date of ensuing AGM. Further the Board ofDirectors in their meeting held on June 28 2021 has recommended to the Membersappointment of Mr. Nagendra Nagraj Nallu (DIN: 07733329) as Independent Director of thecompany for a period of 5 years up to 30.03.2026.

Mr. Hemant Bohra (DIN:03559879) was appointed as an Additional Director (Independent)by the Board of Directors in their meeting held on March 31 2021 to hold office withimmediate effect up to the date of ensuing AGM. Further the Board of Directors in theirmeeting held on June 28 2021 has recommended to the Members appointment of Mr. HemantBohra (DIN: lll03559879) as Independent Director of the company for a period of 5 years upto 30.03.2026.

Reappointments

Ms. Prem Lata Somani (DIN: 00287433) who retired by rotation in the Annual Generalmeeting of the company held on September 26 2020 was reappointed by the members.

As per the provisions of Companies Act 2013 Ms. Nawal Kumar Somani (DIN: 08094850)Non-Executive Director in the current term being the longest-serving member and who isliable to retire being eligible seeks reappointment. The Board recommends hisreappointment.

Retirements and resignations

Ms. Aayushi Pareek has resigned from the office of Company Secretary and ComplianceOfficer of the Company w.e.f February 28 2021 and she ceases to be associated with thecompany and is relieved from the duties of a Company Secretary and Compliance Officer. TheBoard places on record its appreciation for the valuable service provided by her duringher tenure;

Mr. Om Prakash Bansal (DIN:00440540) Independent Director resigned from the office ofDirector w.e.f. March 31 2021. The Board places on record its appreciation for thevaluable service provided by him during his tenure. Further he ceases to be associatedwith the company and is relieved from the duties of an Independent Director;

Mrs. Prem Lata Somani (DIN:00287433) Director resigned from the office of Directorsw.e.f. March 31 2021. The Board places on record its appreciation for the valuableservice provided by her during her tenure. Further she ceases to be associated with thecompany and is relieved from the duties of a Director;

• Mr. Vimal Kumar Gupta (DIN: 08657469) Independent Director resigned from theoffice of Director w.e.f. March 31 2021. The Board places on record its appreciation forthe valuable service provided by him during his tenure. Further he ceases to beassociated with the company and is relieved from the duties of an Independent Director;

Except aforesaid changes no other changes took place in the directors and KMP of thecompany during the year under review. Further the following change took place after theclosure of financial year and till the date of this report:.

• Ms. Priya Gupta (M. No.: -A 34581) was appointed as a Company Secretary andCompliance Officer of the company w.e.f April 01 2021.

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession andwho can effectively contribute to the Company's business and policy decisions areconsidered by the Nomination and Remuneration Committee for appointment as anIndependent Director on the Board. The Committee inter alia considers qualificationpositive attributes area of expertise and number of Directorship(s) and Membership(s)held in various committees of other companies by such persons in accordance with theCompany's Policy for Selection of Directors and determining Directors' independence. TheBoard considers the Committee's recommendation and take appropriate decision. EveryIndependent Director at the first meeting of the Board in which he participates as adirector and thereafter at the first meeting of the Board in every financial year gives adeclaration that he/she is independent of the management and meets the criteria ofindependence as provided under the Companies Act 2013 read with rules made there underCode of Conduct and Schedule IV and applicable regulation of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board the Independent Directors fulfil the conditions specified makingthem eligible to act as Independent Directors and give such declaration as per section 149(6) of the Companies Act 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Five (5) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 on June 11 2020 August 05 2020November 10 2020 February 03 2021 and March 31 2021.

As per applicable laws and regulations the Board shall meet at least four times in ayear and not more than one hundred and twenty days shall elapse between two meetings.However due to the pandemic of COVID-19 and considering the many restrictions includingfree movement of people thereby hampering businesses and day to day functioning ofcompanies Ministry of Corporate Affairs (MCA) vide its circular General Circular No.08/2021 dated 3rd May 2021 has provided certain relaxations from compliancestipulations specified under the Companies Act 2013 and rules made there under. The saidcircular eases out the mandatory requirement of holding meetings of the Board of thecompanies within the intervals provided in section 173 of the Companies Act 2013 (120days) which stands extended by a period of 60 days till next two quarters i.e. till 30thSeptember. Accordingly as a onetime relaxation the gap between two consecutive

Mrs. Prem Lata Somani (DIN:00287433) Director resigned from the office of Directorsw.e.f. March 31 2021. The Board places on record its appreciation for the valuableservice provided by her during her tenure. Further she ceases to be associated with thecompany and is relieved from the duties of a Director;

• Mr. Vimal Kumar Gupta (DIN: 08657469) Independent Director resigned from theoffice of Director w.e.f. March 31 2021. The Board places on record its appreciation forthe valuable service provided by him during his tenure. Further he ceases to beassociated with the company and is relieved from the duties of an Independent Director;Except aforesaid changes no other changes took place in the directors and KMP of thecompany during the year under review. Further the following change took place after theclosure of financial year and till the date of this report:.

• Ms. Priya Gupta (M. No.: -A 34581) was appointed as a Company Secretary andCompliance Officer of the company w.e.f April 01 2021.

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession andwho can effectively contribute to the Company's business and policy decisions areconsidered by the Nomination and Remuneration Committee for appointment as anIndependent Director on the Board. The Committee inter alia considers qualificationpositive attributes area of expertise and number of Directorship(s) and Membership(s)held in various committees of other companies by such persons in accordance with theCompany's Policy for Selection of Directors and determining Directors' independence. TheBoard considers the Committee's recommendation and take appropriate decision. EveryIndependent Director at the first meeting of the Board in which he participates as adirector and thereafter at the first meeting of the Board in every financial year gives adeclaration that he/she is independent of the management and meets the criteria ofindependence as provided under the Companies Act 2013 read with rules made there underCode of Conduct and Schedule IV and applicable regulation of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board the Independent Directors fulfil the conditions specified makingthem eligible to act as Independent Directors and give such declaration as per section 149(6) of the Companies Act 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Five (5) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 on June 11 2020 August 05 2020November 10 2020 February 03 2021 and March 31 2021.

As per applicable laws and regulations the Board shall meet at least four times in ayear and not more than one hundred and twenty days shall elapse between two meetings.However due to the pandemic of COVID-19 and considering the many restrictions includingfree movement of people thereby hampering businesses and day to day functioning ofcompanies Ministry of Corporate Affairs (MCA) vide its circular General Circular No.08/2021 dated 3rd May 2021 has provided certain relaxations from compliancestipulations specified under the Companies Act 2013 and rules made there under. The saidcircular eases out the mandatory requirement of holding meetings of the Board of thecompanies within the intervals provided in section 173 of the Companies Act 2013 (120days) which stands extended by a period of 60 days till next two quarters i.e. till 30thSeptember. Accordingly as a onetime relaxation the gap between two consecutive

Mrs. Prem Lata Somani (DIN:00287433) Director resigned from the office of Directorsw.e.f. March 31 2021. The Board places on record its appreciation for the valuableservice provided by her during her tenure. Further she ceases to be associated with thecompany and is relieved from the duties of a Director;

• Mr. Vimal Kumar Gupta (DIN: 08657469) Independent Director resigned from theoffice of Director w.e.f. March 31 2021. The Board places on record its appreciation forthe valuable service provided by him during his tenure. Further he ceases to beassociated with the company and is relieved from the duties of an Independent Director;Except aforesaid changes no other changes took place in the directors and KMP of thecompany during the year under review. Further the following change took place after theclosure of financial year and till the date of this report:.

• Ms. Priya Gupta (M. No.: -A 34581) was appointed as a Company Secretary andCompliance Officer of the company w.e.f April 01 2021.

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession andwho can effectively contribute to the Company's business and policy decisions areconsidered by the Nomination and Remuneration Committee for appointment as anIndependent Director on the Board. The Committee inter alia considers qualificationpositive attributes area of expertise and number of Directorship(s) and Membership(s)held in various committees of other companies by such persons in accordance with theCompany's Policy for Selection of Directors and determining Directors' independence. TheBoard considers the Committee's recommendation and take appropriate decision. EveryIndependent Director at the first meeting of the Board in which he participates as adirector and thereafter at the first meeting of the Board in every financial year gives adeclaration that he/she is independent of the management and meets the criteria ofindependence as provided under the Companies Act 2013 read with rules made there underCode of Conduct and Schedule IV and applicable regulation of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board the Independent Directors fulfil the conditions specified makingthem eligible to act as Independent Directors and give such declaration as per section 149(6) of the Companies Act 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Five (5) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 on June 11 2020 August 05 2020November 10 2020 February 03 2021 and March 31 2021.

As per applicable laws and regulations the Board shall meet at least four times in ayear and not more than one hundred and twenty days shall elapse between two meetings.However due to the pandemic of COVID-19 and considering the many restrictions includingfree movement of people thereby hampering businesses and day to day functioning ofcompanies Ministry of Corporate Affairs (MCA) vide its circular General Circular No.08/2021 dated 3rd May 2021 has provided certain relaxations from compliancestipulations specified under the Companies Act 2013 and rules made there under. The saidcircular eases out the mandatory requirement of holding meetings of the Board of thecompanies within the intervals provided in section 173 of the Companies Act 2013 (120days) which stands extended by a period of 60 days till next two quarters i.e. till 30thSeptember. Accordingly as a onetime relaxation the gap between two consecutive

Mrs. Prem Lata Somani (DIN:00287433) Director resigned from the office of Directorsw.e.f. March 31 2021. The Board places on record its appreciation for the valuableservice provided by her during her tenure. Further she ceases to be associated with thecompany and is relieved from the duties of a Director;

• Mr. Vimal Kumar Gupta (DIN: 08657469) Independent Director resigned from theoffice of Director w.e.f. March 31 2021. The Board places on record its appreciation forthe valuable service provided by him during his tenure. Further he ceases to beassociated with the company and is relieved from the duties of an Independent Director;Except aforesaid changes no other changes took place in the directors and KMP of thecompany during the year under review. Further the following change took place after theclosure of financial year and till the date of this report:.

• Ms. Priya Gupta (M. No.: -A 34581) was appointed as a Company Secretary andCompliance Officer of the company w.e.f April 01 2021.

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession andwho can effectively contribute to the Company's business and policy decisions areconsidered by the Nomination and Remuneration Committee for appointment as anIndependent Director on the Board. The Committee inter alia considers qualificationpositive attributes area of expertise and number of Directorship(s) and Membership(s)held in various committees of other companies by such persons in accordance with theCompany's Policy for Selection of Directors and determining Directors' independence. TheBoard considers the Committee's recommendation and take appropriate decision. EveryIndependent Director at the first meeting of the Board in which he participates as adirector and thereafter at the first meeting of the Board in every financial year gives adeclaration that he/she is independent of the management and meets the criteria ofindependence as provided under the Companies Act 2013 read with rules made there underCode of Conduct and Schedule IV and applicable regulation of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board the Independent Directors fulfil the conditions specified makingthem eligible to act as Independent Directors and give such declaration as per section 149(6) of the Companies Act 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Five (5) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 on June 11 2020 August 05 2020November 10 2020 February 03 2021 and March 31 2021.

As per applicable laws and regulations the Board shall meet at least four times in ayear and not more than one hundred and twenty days shall elapse between two meetings.However due to the pandemic of COVID-19 and considering the many restrictions includingfree movement of people thereby hampering businesses and day to day functioning ofcompanies Ministry of Corporate Affairs (MCA) vide its circular General Circular No.08/2021 dated 3rd May 2021 has provided certain relaxations from compliancestipulations specified under the Companies Act 2013 and rules made there under. The saidcircular eases out the mandatory requirement of holding meetings of the Board of thecompanies within the intervals provided in section 173 of the Companies Act 2013 (120days) which stands extended by a period of 60 days till next two quarters i.e. till 30thSeptember. Accordingly as a onetime relaxation the gap between two consecutive

Mrs. Prem Lata Somani (DIN:00287433) Director resigned from the office of Directorsw.e.f. March 31 2021. The Board places on record its appreciation for the valuableservice provided by her during her tenure. Further she ceases to be associated with thecompany and is relieved from the duties of a Director;

Mr. Vimal Kumar Gupta (DIN: 08657469) Independent Director resigned from the office ofDirector w.e.f. March 31 2021. The Board places on record its appreciation for thevaluable service provided by him during his tenure. Further he ceases to be associatedwith the company and is relieved from the duties of an Independent Director;

Except aforesaid changes no other changes took place in the directors and KMP of thecompany during the year under review. Further the following change took place after theclosure of financial year and till the date of this report:.

Ms. Priya Gupta (M. No.: -A 34581) was appointed as a Company Secretary and ComplianceOfficer of the company w.e.f April 01 2021.

12. DECLARATION BY INDEPENDENT DIRECTORS

Eminent people having an independent standing in their respective field/ profession andwho can effectively contribute to the Company's business and policy decisions areconsidered by the Nomination and Remuneration Committee for appointment as anIndependent Director on the Board. The Committee inter alia considers qualificationpositive attributes area of expertise and number of Directorship(s) and Membership(s)held in various committees of other companies by such persons in accordance with theCompany's Policy for Selection of Directors and determining Directors' independence. TheBoard considers the Committee's recommendation and take appropriate decision. EveryIndependent Director at the first meeting of the Board in which he participates as adirector and thereafter at the first meeting of the Board in every financial year gives adeclaration that he/she is independent of the management and meets the criteria ofindependence as provided under the Companies Act 2013 read with rules made there underCode of Conduct and Schedule IV and applicable regulation of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board the Independent Directors fulfil the conditions specified makingthem eligible to act as Independent Directors and give such declaration as per section 149(6) of the Companies Act 2013.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Five (5) meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 on June 11 2020 August 05 2020November 10 2020 February 03 2021 and March 31 2021.

As per applicable laws and regulations the Board shall meet at least four times in ayear and not more than one hundred and twenty days shall elapse between two meetings.However due to the pandemic of COVID-19 and considering the many restrictions includingfree movement of people thereby hampering businesses and day to day functioning ofcompanies Ministry of Corporate Affairs (MCA) vide its circular General Circular No.08/2021 dated 3rd May 2021 has provided certain relaxations from compliancestipulations specified under the Companies Act 2013 and rules made there under. The saidcircular eases out the mandatory requirement of holding meetings of the Board of thecompanies within the intervals provided in section 173 of the Companies Act 2013 (120days) which stands extended by a period of 60 days till next two quarters i.e. till 30thSeptember. Accordingly as a onetime relaxation the gap between two consecutive meetingsof the Board extend to 180 days instead of 120 days as required in the Companies Act2013.

In view of the same even though there is a gap of more than 120 days between theprevious meeting and the next Board meeting to be held on after the prescribed timeperiod the meeting stands valid.

The frequency of board meetings and quorum at such meetings were in accordance with theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and compliances of Secretarial Standards-1(SS-1) on Meetings of the Board of Directors issued by ICSI. The intervening gap betweenany two meetings was within the period prescribed (extended by Ministry of Corporateaffairs (MCA)) by the Companies Act 2013 the Listing Regulations and SS-1.

14. MEETINGS OF THE INDEPENDENT DIRECTORS

A meeting of Independent Directors was held on January 07 2021 without the presence ofthe Non-Independent Directors and members of management. This Meeting was conducted toenable the Independent Directors to discuss matters pertaining to inter alia review ofperformance of Non-Independent Directors and the Board as a whole review the performanceof the Chairman of the Company (taking into account the views of the Executive andNon-Executive Directors) review the performance of the Company assess the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

The meeting was attended by all the Independent Directors.

15. BOARD COMMITTEES

Due to completion of an Open offer made by Zyden Technologies Private Limited thewhole Management of the Company has been changed. Therefore as per Section 177 of theCompanies Act 2013 the Audit committee required the re-composition of the audit committeemembers who possess financial/accounting expertise/exposure.

As per Section 178 of the Companies Act 2013 the Nomination and RemunerationCommittee required the re-composition of the Nomination and Remuneration Committee Memberswho possess sound expertise/knowledge/ exposure.

The re-composition of the Stakeholders' Relationship Committee that has beenconstituted under section 178 of the Companies Act 2013 for looking into the grievancesof shareholders' and investors of the company. Members of this Committee possess soundexpertise / knowledge / exposure.

AUDIT COMMITTEE

In accordance with the provisions of Section 177 of the Companies Act 2013 the AuditCommittee comprises of 2 (two) Independent Directors and 1 (one) Executive Director.Therefore the Company has properly constituted an Audit Committee.

During the year the Audit committee Members have duly met four times on: June 112020; August 05 2020; November 10 2020; and February 03 2021.

The Audit Committee constitute following members: All the Members of the AuditCommittee possess financial/accounting expertise/exposure.

S. No. Name of the Director Designation Nature of Directorship No. Of Meetings entitled to attend No. of meetings attended
1. Mr. Vimal Kumar Gupta w.e.f. [24.01.2020] Chairman Independent Director 4 4
2. Mr. Om Prakash Bansal Member Independent Director 4 4
3. Mr. Nawal Kumar Somani Member Executive Director 4 4
4. Mr. Hemant Bohra (w.e.f. March 31 2021) Additional Director Additional Director (Independent) - -
5. Mr. Nagendra Nagraj Nallu (w.e.f. March 31 2021) (Independent) Additional Director (Independent) Additional Director (Independent) - -
6. Mr. Dinesh Kumar Bohra (w.e.f. March 31 2021) Additional Director (Non -Executive) and Chief Financial Officer (CFO) Additional Director (Non -Executive) and Chief Financial Officer (CFO) - -

During the year under review Mr. Vimal Kumar Gupta (resignation dated February 172021) and Mr. Om Prakash Bansal (resignation dated March 31 2021) tendered theirresignation from the post of Independent Director and Mr. Hemant Bohra Additional Director(Independent) Mr. Nagendra Nagraj Nallu Additional Director (Independent) and Mr. DineshKumar Bohra Additional director (Non-Executive) and Chief Financial Officer (CFO) wereappointed in the company. Consequently the Company has re-constituted the Audit Committee("Audit Committee") vide Board Resolution dated March 31 2021 as per theapplicable provisions of the Section 177 of the Companies Act 2013.

The Board reviews the working of the Committee from time to time to bring about greatereffectiveness in order to comply with the various requirements under the Companies Act2013.

Terms of reference of Audit Committee:

• the recommendation for appointment remuneration and terms of appointment ofauditors of the Company;

• review and monitor the auditor's independence and performance and effectivenessof audit process;

• examination of the financial statement and the auditor's report;

• approval or any subsequent modification of transactions of the Company withrelated parties; scrutiny of inter-corporate loans and investments; valuation ofundertakings or assets of the Company wherever it is necessary; evaluation of internalfinancial controls and risk management systems;

Monitoring the end use of funds raised through public offers and related matters.

Audit Committee Recommendation

• During the year all recommendations of the Audit Committee were duly acceptedby the Board.

NOMINATION AND REMUNERATION COMMITTEE

The company has a Nomination and Remuneration Committee in accordance to Section 178 ofthe Companies Act 2013; Members of this Committee possess sound expertise/knowledge/exposure.

Two meetings of the Nomination and Remuneration Committee were held during thefinancial year 2020-21 on August 05 2020 and March 31 2021. The details of meetings andattendance were duly minutised.

The Nomination and remuneration committee comprised of the following members during theyear under the review: -

S. No. Name of the Director Designation Nature of Directorship No. Of Meetings entitled to attend No. of meetings attended
1. Mr. Om Prakash Bansal (up to 31.03.2021) Chairman Independent Director 2 2
2. Mrs. Prem Lata Somani (up to 31.03.2021) Member Non-Executive Director 2 2
3. Mr. Vimal Kumar Gupta (up to 17.02.2021) Member Independent Director 1 1
4. Ms. Sonali Gupta (w.e.f. March 31 2021) Additional Director (Non-Executive) Additional Director (Non- Executive) - -
5. Mr. Hemant Bohra (w.e.f. March 31 2021) Additional Director (Independent) Additional Director (Non- Executive) - -
6. Mr. Nagendra Nagraj Nallu (w.e.f. March 31 2021) Additional Director (Independent) Additional Director (Non- Executive) - -

Due to resignation tendered by Mr. Om Prakash Bansal Independent Director and Mrs.Prem Lata Somani Non-executive Director dated March 31 2021 and Mr. Vimal Kumar GuptaIndependent Director resignation dated February 17 2021 and appointment of Ms. SonaliGupta Additional Director (Non-Executive) and Mr. Hemant Bohra and Mr. Nagendra NagrajNallu as an Additional Director (Independent) of the company dated March 31 2021. TheCompany has re-constituted the Nomination and Remuneration Committee ("NRCCommittee") vide Board Resolution dated March 31 2021 as per the applicableprovisions of the Section 178 of the Companies Act 2013.

Terms of reference of Nomination and Remuneration Committee:

Identify persons who are qualified to become directors and may be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance;

Formulate the criteria for determining the qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for directors KMPs and other employees;

Formulation of criteria for evaluation of performance of independent directors and theboard of directors; devising a policy on diversity of board of directors;

Whether to extend or continue the term of appointment of the independent director onthe basis of the report of performance evaluation of independent directors;

Determine our Company's policy on specific remuneration package for the ManagingDirector / Executive Director including pension rights;

Decide the salary allowances perquisites bonuses notice period severance fees andincrement of Executive Directors;

Define and implement the Performance Linked Incentive Scheme (including ESOP of theCompany) and evaluate the performance and determine the amount of incentive of theExecutive Directors for that purpose.

Decide the amount of Commission payable to the Whole time Directors;

Review and suggest revision of the total remuneration package of the Executive

Directors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc.;

To formulate and administer the Employee Stock Option Scheme.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The company has a Stakeholders Relationship Committee in accordance to Section 178 ofthe Companies Act 2013 for looking into the grievances of shareholders' and investors ofthe company.

Members of this Committee possess sound expertise / knowledge / exposure.

One meeting of the Stakeholders' Relationship Committee was held during the year onAugust 05 2020.

The Stakeholders' Relationship Committee comprised of the following members during theyear under the review:

S. No. Name of the Director Designation Nature of Directorship No. Of Meetings entitled to attend No. of meetings attended
1. Mr. Om Prakash Bansal Chairman Independent Director 1 1
2. Mr. Nawal Kumar Somani Member Member 1 1
3. Mr. Vimal Kumar Gupta Member Independent Director 1 1
4. Ms. Sonali Gupta (w.e.f. March 31 2021) Additional Director (Non-Executive) Additional Director (Non- Executive) - -
5. Mr. Hemant Bohra (w.e.f. March 31 2021) Additional Director (Independent) Additional Director (Non- Executive) - -
6. Mr. Nagendra Nagraj Nallu (w.e.f. March 31 2021) Additional Director (Independent) Additional Director (Non- Executive) - -

Due to resignation tendered by Mr. Om Prakash Bansal Independent Director dated March31 2021 and Mr. Vimal Kumar Gupta Independent Director resignation dated February 172021 and appointment of Ms. Sonali Gupta Additional Director (Non-Executive) and Mr.Hemant Bohra and Mr. Nagendra Nagraj Nallu as an Additional Director (Independent) of thecompany dated March 31 2021. The Company has re-constituted the Stakeholders RelationshipCommittee ("SRC Committee") vide Board Resolution dated March 31 2021 as perthe applicable provisions of the Section 178 of the Companies Act 2013

Terms of reference of Stakeholders Relationship Committee:

Allotment transfer of shares including transmission splitting of shares changingjoint holding into single holding and vice versa issue of duplicate shares in lieu ofthose torn destroyed lost or defaced or where the space at back for recording transfershave been fully utilized.

Issue of duplicate certificates and new certificates on split/consolidation/renewaletc.;

Review the process and mechanism of redressal of Shareholders' /Investor's grievanceand suggest measures of improving the system of redressal of Shareholders' /Investors'grievances.

Non-receipt of share certificate(s) non-receipt of declared dividends non-receipt ofinterest/dividend warrants non-receipt of annual report and any othergrievance/complaints with Company or any officer of the Company arising out in dischargeof his duties.

Oversee the performance of the Registrar & Share Transfer Agent and also review andtake note of complaints directly received and resolved them.

Oversee the implementation and compliance of the Code of Conduct adopted by the Companyfor prevention of Insider Trading for Listed Companies as specified in the Securities& Exchange Board of India (Prohibition of insider Trading) Regulations 2015 asamended from time to time.

Any other power specifically assigned by the Board of Directors of the Company fromtime to time by way of resolution passed by it in a duly conducted Meeting and

Carrying out any other function contained in the equity listing agreements as and whenamended from time to time.

16. REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated criteria for DeterminingQualifications positive Attributes and independence of directors as well as Nominationand Remuneration Policy of the company as mandated under Section 178 (3) (4) of theCompanies Act 2013. The above referred policy is available on the website of the companyand can be accessed at http:// https://psfs.co.in/corporate-governance/

17. FORMAL ANNUAL EVALUATION

The Report of every listed company and other prescribed class of public companies shallinclude a statement indicating the manner in which formal annual evaluation of theperformance of the Board its Committees and of individual Directors has been made.

In this regard the Company has a policy for performance evaluation of the BoardCommittees and other individual Directors (including Independent Directors) which includecriteria for performance evaluation of Non-Executive Directors and Executive Directors.The said criteria provide certain parameters like Attendance Availability Time spentPreparedness Active participation Analysis Objective discussions Probing & testingassumptions Industry & Business knowledge Functional expertise CorporateGovernance Development of Strategy & Long Term Plans Inputs in strength areaDirector's obligation and discharge of responsibilities Quality and value ofcontributions and Relationship with other Board Members etc. which is incompliance withapplicable laws regulations and guidelines.

In accordance with the manner specified by the Nomination and Remuneration Committeethe Board carried out annual performance evaluation of the Board its Committees andIndividual Directors. Separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc. The Independent Directorscarried out annual performance evaluation of the non-independent directors and the Boardas a whole. The Chairman of the respective Committees shared their views on evaluationwith the respective Committee members. The performance of each Committee was evaluated bythe Board based on such views on evaluation received from respective Committees.

18. AUDITORS AND REPORTS THEREON STATUTORY AUDITOR

M/s. Sapra & Co. Chartered Accountants Statutory Auditor have tendered theirresignation from the position of Statutory Auditors due to pre occupation in otherassignments w.e.f closure of business hours of August 05 2020 letter dated 28th July2020 resulting into a casual vacancy in the office of Statutory Auditors of the companyas envisaged by section 139(8) of the Companies Act 2013.

Pursuant to the provisions of section 139 of the Companies Act 2013 read with rulesmade thereunder and the provisions of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 such Casual vacancy caused bythe resignation of auditors can be filled up by the Company in general meeting afterapproval in this respect has been accorded by the Board and suitable recommendations havebeen received by the Audit Committee.

The audit committee at its meeting to be held on August 05 2020 recommended theappointment of M/s Rajvanshi & Associates (FRN: 005069C) who have conveyed theirconsent to be appointed as the Statutory Auditors of the Company along with a confirmationthat their appointment if made by the members would be within the limits prescribedunder the Companies Act 2013. Such appointment was further approved by the Board in itsmeeting held on August 05 2020 subject to approval of Members at the ensuing Annualgeneral Meeting.

M/s Rajvanshi & Associates (FRN: 005069C) Chartered Accountants the StatutoryAuditor of the Company were appointed in the 29th Annual General Meeting of thecompany held on September 26 2020 pursuant to the provisions of Section 139142 and otherapplicable provisions if any of the Companies Act 2013 and the Companies (Audit &Auditors) Rules 2014 to conduct the audit of company's accounts for a period of Five (5)years commencing from the conclusion of 29th AGM till the conclusion of 34thAnnual General Meeting to be held in the calendar year 2025 at the remuneration asdetermined by the board on recommendation of the Audit Committee.

The Auditors' Report does not contain any qualification reservation or adverse remark.Further the observation of the Auditors in their report read with relevant notes on theaccounts as annexed are self-explanatory and need no elaboration. The Auditors have notreported any incident of fraud in the Company for the year under review under section143(12) of the Companies Act 2013.

Further pursuant to Section 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received certificate from the Auditors along withpeer review certificate to the effect inter-alia that their appointment if made wouldbe within the limits laid down by the Act and that they are not disqualified for suchappointment under the provisions of applicable laws.

SECRETARIAL AUDITOR

Pursuant to provisions of the section 204 of the Companies Act 2013 read with rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany had appointed M/s V. M. & Associates Company Secretaries (FRN:P1984RJ039200) as Secretarial Auditor for the financial year ended on March 31 2021.

The Secretarial Audit Report issued by the Secretarial Auditor for the financial year2020-21 in form MR-3 is annexed to this report as "Annexure -1". TheAuditors have not reported any incident of fraud in the Company for the year under reviewunder section 143(12) of the Companies Act 2013. The Secretarial Auditor Report is freefrom any observations/qualifications and does not require any further reply/commentsthereon.

Further the Board of Directors has approved the re-appointment of M/s. V. M. &Associates Company Secretaries (FRN-P1984RJ039200) as "SecretarialAuditor" for conducting Secretarial Audit for the financial year 2021-22.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with therules made there under the Board of Directors appointed of M/s Shubham Kaushik &Co. (FRN: 151830W) Chartered Accountants Mumbai as an "Internal Auditor"of the company for conducting Internal Audit for the financial year 2020-21.

During the year under review the Internal Audit Report was received by the Company forthe year ended as on March 31 2021 and was placed before the Audit Committee and Boardfor their review from time to time. The Auditors have not reported any incident of fraudin the Company for the year under review under section 143(12) of the Companies Act 2013.

Further the Board of Directors has approved the re-appointment of M/s ShubhamKaushik & Co. (FRN: 151830W) Chartered Accountants Mumbai as an "InternalAuditor" for conducting Internal Audit for the financial year 2021-22.

19. LOANS GUARANTEES AND INVESTMENTS

The company has not given any guarantee or provided any security in connection with aloan during the year under review. Further particulars of Loans given and investmentsmade by the company are given under Note no. 4 and Note no. 5 respectively of theFinancial Statements of the company forming part of this Annual Report.

20. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the company during thefinancial year were on an arm's length basis and were in the ordinary course of business.All such contracts or arrangements wherever required have been approved by the AuditCommittee and the Board. The company has not entered into any transaction with the relatedparties which are not at arm's length.

The details of the related party transactions as required are set out in the financialStatements of the company forming part of this Annual Report.

During the Financial year 2020-21 the company has not entered into any contract orarrangement in the nature of Related Party Transaction under sub-section (1) of section188 of the Companies Act 2013 and thus disclosure in Form AOC-2 is annexed to thisreport as "Annexure -2"

21. NOTICES RECEIVED DURING THE PERIOD

During the Period under review company has not received the any notices from anyAuthorities Regulators or Courts.

22. PARTICULARS OF EMPLOYEES

There was no employee in the company drawing remuneration in excess of the limits setout in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Further the disclosures pertaining to remuneration and other details as required underSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report as "Annexure-3 ".

Furthermore the disclosures pertaining to remuneration of Top Ten Employees areprovided in the Annual Report as "Annexure-4".

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of Listing Regulations A detailedManagement Discussion and Analysis Report on the Financial Conditions and Result ofoperations of the

Company is provided in this Annual Report as "Annexure-5".

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE OUTGO:

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "Annexure-6" and is attached to this Report.

25. ORDER OF COURT OR REGULATOR OR TRIBUNAL

There were no significant and material orders passed by the regulators or courts or

Tribunals impacting the going concern status and company's operations during the yearunder review.

26. DEPOSITS

In terms of the provisions of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014the Company has neither invited nor accepted orrenewed any fixed deposits from public during the year under review.

27. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary trainees) are covered underthis Policy. The Policy is gender neutral.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21.

Number of complaints received: NIL

Number of complaints disposed off: NIL

28. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies: a.Listed Entity having paid up equity share capital not exceeding Rs. 10 crore and Net Worthnot exceeding Rs.25 crore as on the last day of the previous financial year; b. ListedEntity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (a); hence compliance withthe provisions of Corporate Governance is not applicable to the Company and it also doesnot form part of the Annual Report.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directorsand employees of the Company for reporting genuine concerns about unethical practices andsuspected or actual fraud or violation of the code of conduct of the Company pursuant tothe provisions of Section 177 of the Companies Act 2013 read with the rules madethereunder. This vigil mechanism provides a channel to the employees and Directors toreport to the management concerns about unethical behavior and also provide for adequatesafeguards against victimization of persons who use the mechanism and also make provisionfor direct access to the chairperson of the Audit Committee in appropriate or exceptional.The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the AuditCommittee of the Board and no employee has been denied access to the Committee.

The Policy can be accessed on the Company website at following linkhttps://psfs.co.in/corporate-governance/

During the year no whistle blower event was reported and mechanism is functioningwell.

30. RISK MANAGEMENT

The Company operates in conditions where economic environment and social risk areinherent to its businesses. In managing risk it is the Company's practice to takeadvantage of potential opportunities while managing potential adverse effects.

The various elements of risk which the Directors think that may threaten the existenceof the Company are:

a) Financial Risk: Financial risk generally arises due to instability and lossesin the financial market caused by movements in stock prices currencies interest ratesand more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet itsfinancial commitment to a Bank/Financial Institution in any location any currency at anypoint in time. The risk stemming from the lack of marketability of an investment thatcannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial rewardstemming from a borrower's failure to repay a loan or otherwise meet a contractualobligation.

d) Time Risk: To compensate for non-receipt of expected inflow of funds.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) ofthe Companies Act 2013 read with the rules made there under as amended Board has aframework for Risk Management to oversee the mitigation o such risks.

31. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Companies Act 2013 re-emphasizes the need for an effective Internal FinancialControl system in the Company. The system should be designed and operated effectively.Rule 8(5)(viii) of the Companies (Accounts) Rules 2014 requires the information regardingadequacy of Internal Financial Controls with reference to the financial statements to bedisclosed in the Board`s report. To ensure effective Internal Financial Controls theCompany has laid down the following measures:

The internal financial control systems are commensurate with the size and nature of itsoperations.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance ifany is seriously taken by the management and corrective actions are taken immediately.Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of AuthoritySchedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conductedregularly to ensure accuracy of financial reporting safeguard and protection of all theassets. Fixed Asset verification of assets is done on an annual basis. The audit reportsfor the above audits are compiled and submitted to Managing Director and Board ofDirectors for review and necessary action.

Further company's internal control system is commensurate with the size scale andcomplexity of its operations. The main thrust of internal audit is to test and reviewcontrols appraisal of risks with best practices in the industry. The Management withAudit Committee periodically reviews the Internal Control System and procedure for theefficient conduct of the business.

32. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to allthe employees and Non-executive Directors Executive directors SMPs and KMPs. The code isapplicable to Non-executive Directors including Independent Directors to such extent asmay be applicable to them depending on their roles and responsibilities. The Code givesguidance and support needed for ethical conduct of business and compliance of law. TheCode of Conduct is available on the Company's websitehttp://www.psfs.co.in/codeofconduct.php

33. SECRETARIAL STANDARDS

The company complies with all applicable secretarial standards issued by the Instituteof Company Secretaries of India. The Directors have devised proper systems to ensurecompliance with the provisions of all applicable Secretarial Standards and that suchsystems are adequate and operating effectively.

34. OTHER DISCLOSURES

Other Disclosures with respect to Board's Report as required under the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Companies Act 2013 the Rules notified thereunder or any other applicableprovisions are either NIL or NOT APPLICABLE.

35. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directors of theCompany confirms 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; and

(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.

36. ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continuedco-operation received from the all the Stakeholders of the company who had maintainedtheir faith in the management of the company during the year under review. Your directorsalso wish to place on record their deep sense of appreciation for the committed service ofthe Executives staff and Workers of the Company.

Place: Jaipur For and on Behalf of the Board of Directors
Date: 28.06.2021 Prem Somani Financial Services Limited
SD/- SD/-
Lionel Anthony Dinesh Kumar
Loyola Velloz Bohra
Additional Director Additional
as a Managing Director and CFO
Director DIN: 02352022
DIN: 02675063

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