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Pankaj Piyush Trade & Investment Ltd.

BSE: 506122 Sector: Others
NSE: N.A. ISIN Code: INE820M01018
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VOLUME 6
52-Week high 175.25
52-Week low 45.90
P/E 59.26
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 96.00
CLOSE 96.00
VOLUME 6
52-Week high 175.25
52-Week low 45.90
P/E 59.26
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pankaj Piyush Trade & Investment Ltd. (PANKAJPIYUSH) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 40th Annual Report on theBusiness and Operations of the Company along with the Audited Financial Statement for theFinancial year ended March 31 2022.

1. Financial Performance

The financial performance of your Company for the Financial Year ended March 31 2022is summarized below:

Particulars Audited Financial Results
Financial Year ended March 312022 Financial Year ended March 312021
Total Revenue 20416100 99294930
Total Expenditure 20662830 98260300
Profit/[Loss] before tax -246730 1034620
Profit/[Loss] after tax -462620 -757300
Paid-up Share Capital 4000000 4000000

2. State of Company's Affairs and Future Outlook

During the financial year 2021-22 total revenue has been decreased to Rs. 20416100/-as against Rs. 99294930/- in the previous year. The company has incurred a net loss ofRs. [462620/-] as compared to net loss of Rs. [757300/-] in the previous year.

3. Dividend

To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2021-22. The Board assures you to present a muchstrong financial statements in the years to come.

4. Reserves

During the year under review your Company has not transferred any amount to GeneralReserve.

5. Change in the Nature of Business if any

During the year under review there is no change in the nature of business of theCompany.

6. Public Deposits

During the year under review your Company has neither invited nor accepted anydeposits from the public falling within the ambit of Section 73 of the Act and theCompanies (Acceptance of Deposits) Rules 2014.

7. Share Capital

The Authorized Share Capital of the Company is Rs. 210000000/- (Rupees Twenty-OneCrores Only) divided into 19000000 (One Crores Ninety Lakhs) Equity Shares of 10/-(Rupees Ten Only) and 2000000 (Twenty Lakhs) Preference shares of 10/- (Rupees Ten Only). During the year under review there was no change in the Authorized Share Capital of theCompany.

The Paid-up Equity Share Capital of the Company is Rs. 4000000/-(Rupees Forty LakhsOnly) divided into 400000 (Four Lakhs) Equity Shares of 10/-(Rupees Ten Only).

During the year under review there is no Change in the Paid-up Share Capital of theCompany.

8. Issue of Equity Shares with Differential Rights

During the year under review your Company has not issued any equity shares withdifferential rights accordingly your Company does not required to meet the ComplianceRequirement as required as per Rule 4(4) of the Companies (Share Capital and Debentures)Rules 2014.

8.1 Issue of Sweat Equity Shares

During the year under review your Company has not issued sweat equity sharesaccordingly your Company does not required to meet the Compliance Requirement as requiredas per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

8.2. Issue of Employee Stock Options

During the year under review your Company has not issued employee stock optionsaccordingly your Company does not required to meet the Compliance Requirement as requiredas per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

8.3 Provision of money by company for purchase of its own share by employees or bytrustee for the benefit of employees

The Company has not made any provision for purchase of its own share by employees or bytrustee for the benefit of employees accordingly your Company does not required to meetthe Compliance Requirement as required per Rule 16(4) of the Companies (Share Capital andDebentures) Rules 2014.

8.4 Issue of shares on preferential basis

During the year under review your Company has not issued any share on preferentialbasis.

9. Particulars of Loans Guarantees or Investments

Details of Loans Guarantees Securities and Investments covered under the provisionsof Section 186 of the Act are given in the Notes to the Financial Statements.

10. Subsidiaries associates and Joint Ventures

During the year under review no company became or ceased to be a Subsidiary/JointVenture/Associate of the Company.

11. Audited Financial Statements of the Company

The Board of Directors of your Company at its meeting held on 30th May 2022has approved the Audited Financial Statements for the FY 2021-22. The Financial Statementsof your Company for the FY 2021-22 have been prepared in compliance with applicableIndian Accounting Standards (Ind-AS] and SEBI Listing Regulations 2015.

12. Related Party Transactions

To comply with the provisions of Section 188 of the Companies Act 2013 and Rules madethereunder read with Regulation 23 of SEBI Listing Regulations 2015 your Company tooknecessary prior approval of the Audit Committee before entering into related partytransactions. All contracts/arrangements/transactions entered into by the Company duringthe Financial Year ended March 31 2022 with related parties as defined under the Act andSEBI Listing Regulations 2015 were in the ordinary course of business and on arm's lengthbasis. During the year under review your Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with theinterest of the Company rather; these were synchronized and synergized with the Company'soperations.

Attention of Members is drawn to the disclosure of transactions with the relatedparties set out in the Financial Statements forming part of the Annual Report. YourCompany has framed a Policy on Related Party Transactions in accordance with SEBI ListingRegulations 2015. The Policy intends to ensure that proper reporting; approval anddisclosure processes are in place for all transactions between the Company and relatedparties. The policy is uploaded on website of the Company at www.pptinvestment.in.

Since all transactions which were entered into during the Financial Year ended March31 2022 were on arm’s length basis and in the ordinary course of business and therewas no material related party transaction entered by the Company during the Financial Yearended March 31 2022 as per Policy on Related Party Transactions. Form AOC-2 isattached with this report as prescribed under Clause (h] of Sub- section (3) of Section134 of the Act and Rule 8(2] of the Companies (Accounts] Rules 2014.

13. Directors and Key Managerial Personnel

13.1 Independent Director

During the year under review the shareholders of the Company at their 39thAnnual General Meeting approved the appointment of Mrs. Khushboo Agarwal (DIN: 06792261]Non-Executive Independent Director of the Company.

13.2 Director retiring by rotation

To comply with the provisions of Section 152 of the Act and in terms of the Articles ofAssociation of the Company Mr. Neeraj Kumar Singh [07452949] Executive Director isliable to retire by rotation at the ensuing AGM and being eligible seeks re-appointment.Based on the Performance Evaluation and on the recommendation of Nomination andRemuneration Committee the Board recommends his reappointment.

The Board of the Company was duly constituted in accordance with the provisions of theCompanies Act 2013 and as per SEBI Listing Regulations 2015. As on the date of reportthe Board of the Company consists of the following members:

S. No. Name of Director Designation DIN Date of Appointment
1. Vinod Kumar Bansal Managing Director 00243709 31.05.2012
2. Santosh Kumar Kushawaha Independent Director 02994228 31.08.2017
3. Khushboo Agarwal Additional Independent Director 06792261 24.11.2020
4. Shweta Gupta Non-Executive Director 07452923 30.04.2016
5. Neeraj Kumar Singh Executive Director 07452949 30.04.2016

Brief resume and other details of the Directors being re-appointed at the ensuing AGMas stipulated under Secretarial Standard-2 issued by the Institute of Company Secretariesof India and Regulation 36 of the SEBI Listing Regulations 2015 is separately disclosedin the Notice of the ensuing AGM.

13.3 Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section [6] of Section 149 of the Companies Act 2013 and SEBI Listing Regulations2015.

13.4 Key Managerial Personnel

During the year under review there was no change in Key Managerial Personnel.

14. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.The Company believes that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help the Company to retain itscompetitive advantage. The Board has adopted the Board Diversity Policy which sets out theapproach to diversity of the Board of Directors.

15. Performance Evaluation

To comply with the provisions of Section 134(3) (p) of the Companies Act 2013 andRules made thereunder and Regulation 17(10) of SEBI Listing Regulations 2015 the Boardhas carried out the annual performance evaluation of the Directors individually includingthe Independent Directors [wherein the concerned Director being evaluated did notparticipate] Board as a whole and following Committees of the Board of Directors:

[i] Audit Committee;

[ii] Nominations and Remuneration Committee; and

[iii] Stakeholders’ Relationship Committee.

The manner in which the annual performance evaluation has been carried out is explainedin the Corporate Governance Report which forms part of this report. Board is responsibleto monitor and review the evaluation framework.

Further to comply with Regulation 25[4] of SEBI Listing Regulations 2015 IndependentDirectors also evaluated the performance of Non-Independent Directors Chairperson andBoard as a whole at a separate meeting of Independent Directors.

16. Board and Committees of the Board

The number of meetings of the Board and various Committees of the Board includingcomposition are set out in the Corporate Governance Report which forms part of thisreport. The intervening gap between the meetings was within the period prescribed underthe provisions of Section 173 of the Companies Act

2013 and SEBI Listing Regulations 2015.

17. Nomination & Remuneration Policy

To comply with the provisions of Section 178 of the Companies Act 2013 and Rules madethereunder and Regulation 19 of SEBI Listing Regulations 2015 the Company's updatedRemuneration Policy for Directors Key Managerial Personnel Senior Management and otherEmployees of the Company is attached with the corporate governance report and alsouploaded on website of the Company at www.pptinvestment.in. The Policy includes inter-alia the criteria for appointment and remuneration of Directors KMPs Senior ManagementPersonnel and other employees of the Company.

18. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing Regulations 2015 top 1000 listedentities based on their market capitalization shall formulate a Dividend DistributionPolicy which shall be disclosed in their annual reports and on their websites accordinglyyour Company does not required to meet the Compliance Requirement stipulated as perRegulation 43A of the SEBI Listing Regulations 2015 as the Company does not fall in thelist of top 1000 Listed Entities based on their market capitalization which are requiredto formulate a Dividend Distribution Policy.

19. Remuneration of Directors Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board's Report pursuant to Section 197[12] of the Act read with Rule 5 of the Companies [Appointment and Remuneration ofManagerial Personnel] Rules

2014 is attached to this report as Annexure -1.

20. Auditors

20.1 Statutory Auditors

Members of the Company in their 36th AGM held on September 28 2018appointed M/s V.N. Purohit & Co. Chartered Accountants (Firm Registration Number304040E) as the Statutory Auditors of the Company to hold office till the conclusion of 40thAGM of the Company to be held in the Financial Year 2022 at such remuneration and out ofpocket expenses as may be decided by the Board of Directors of the Company.

The Statutory Auditors' Report for the Financial Year March 31 2022 does not containany qualification reservation or adverse remark. The Statutory Auditors have not reportedany frauds under Section 143 (12) of the Act.

M/s. M/s V.N. Purohit & Co. Chartered Accountants (Firm Registration no. 304040E)were appointed as the Statutory Auditors of the Company to hold office for fiveconsecutive years starting from the conclusion of the 16th Annual General Meeting (AGM)held on 11th September 2017 until the conclusion of the 21st Annual General Meeting ofthe Company to be held during the Financial year 21-22.

The term of office of M/s V.N. Purohit & Co. as Statutory Auditors of the Companywill conclude from the close of the forthcoming AGM of the Company. Subject to theapproval of the members of the Company the Audit Committee and the Board of Directorsduring their respective meetings held on 03 rd September 2022 have consideredand recommended the appointment of M/s. Ajay Rattan & Co. Chartered Accountants (FirmRegistration Number: 012063N) as the Statutory Auditors of the Company to hold officefrom the conclusion of the 40th Annual General Meeting until the conclusion ofthe 45th Annual General Meeting of the Company to be held in the year 2027. M/s. AjayRattan & Co. Chartered Accountants (Firm Registration Number: 012063N) have giventheir consent for the proposed appointment as Statutory Auditors of the Company from theconclusion of the ensuing Annual General Meeting of the members of the Company. They havefurther confirmed that the said appointment if made would be within the prescribedlimits under the Companies act 2013 and that they are not disqualified for appointment.

20.2 Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) rules 2014 during the year under review the Internal Audit of the functions& activities of the Company was undertaken by the Internal Auditors of the Company M/sAnil Hariram Gupta & Co. Chartered Accountants.

The Report does not contain any qualification observation reservation adverse remarkor disclaimer.

The Board of directors of the Company has appointed M/s Anil Hariram & Co.Chartered Accountants as an Internal Auditor of the Company to conduct Internal Auditfor the Financial Year 2021-22 as per Rule 13 of the Companies (Accounts) Rules 2014prescribed under section 138 of the Companies Act

2013.

20.3 Cost Audit

In terms of Section 148 of the Companies Act 2013 and the Companies (Cost Records andAudit) Rules

2014 Cost Audit is not applicable to the Company for the Financial Year ended March312022.

20.4 Secretarial Auditors

The Board of Directors on the recommendation of the Audit Committee has appointed M/sVMS & Co. Practicing Company Secretaries to conduct Secretarial Audit of yourCompany. The Secretarial Audit Report for the Financial Year ended March 31 2022 isattached to this report as Annexure-2.

The Secretarial Audit Report for the financial year ended March 31 2022 does notcontain any qualification reservation or adverse remark.

21. Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) act 2013

To comply with the provisions of Section 134 of the Companies Act 2013 and Rules madethereunder your Company has complied with the provisions relating to constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review no complaint was filed under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and no complaint waspending at the beginning and end of Financial Year March 312022.

22. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 22of SEBI Listing Regulations 2015 the Company has adopted a Vigil Mechanism/WhistleBlower Policy to provide a platform to the Directors and employees of the Company to raiseconcerns regarding any irregularity misconduct or unethical matters/dealings within theCompany. The same is detailed in the Corporate Governance Report which forms part of thisreport. The Company has a vigil mechanism named Fraud and Risk Management Policy to dealwith instance of fraud and mismanagement if any in staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to ensure the high standards ofCorporate Governance and stakeholder responsibility.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and that no discrimination will be meted out to any person for a genuinely raisedconcern.

23. Corporate Social Responsibility (CSR)

Pursuant to provisions of Section 135 of the Companies Act 2013 every company havinga Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more or Turnover of RupeesThousand Crore (Rs. 1000 Crore) or more or Net Profit is Rupees Five Crore (Rs. 5 Crore)or more during any financial year is required to constitute a Corporate SocialResponsibility Committee ("CSR Committee") of the Board.

During the year under review your Company does not touches the threshold limit as perthe provisions of Section 135 of the Companies Act2 013 accordingly the Company does notrequired to meet out the Compliance requirement as stipulated under Section 135 of theCompanies Act 2013.

24. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations 2015 top 1000 listedentities based on

their market capitalization shall include Business Responsibility Report in theirAnnual Report. Your Company does not fall under top 1000 listed Companies based on marketcapitalization; therefore this regulation is not applicable to the Company.

25. Conservation of Energy Technology absorption and Foreign Exchange Earnings andOutgo

The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:

a) Conservation of Energy:

Since the company is not engaged in any manufacturing activity issues relating toconservation of energy are not quite relevant to its functioning.

b) Technology Absorption:

Since the company is not engaged in any manufacturing activity issues relating toTechnology Absorption are not quite relevant to its functioning.

c) Foreign Exchange Earnings/Outgo:

Earnings NIL
Outgo NIL

26. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India. The report on Corporate Governance as stipulated under the SEBI ListingRegulations 2015 is attached to this report. The certificate from M/s VMS & Co.Company Secretaries confirming compliance with the conditions of Corporate Governanceis also attached to the Corporate Governance Report.

27. Listing

The Equity Shares of the Company are fisted on the Bombay Stock Exchange Limited (BSE)having nationwide trading terminals. Annual listing fee for the Financial Year 2021-22 hasbeen paid to BSE Limited.

28. Extract annual Return

Extract of the Annual Return in Form No. MGT-9 for the Financial Year 2021-22 inaccordance with the provisions of Section 92 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 is attached as Annexure-4 and isuploaded on the website of the Company at www.pptinvestment.in.

29. Research and Development

During the year under review no Research and Development was carried out.

30. Material changes and commitments after the end of Financial Year

There are no material changes and commitments noticed by the Board between the end ofFinancial Year of the Company i.e. March 31 2022 and the date of this report.

31. Significant and material orders passed by regulators or courts

To the best of management knowledge no significant and material orders were passed byregulators or courts or tribunals which could impact the going concern status andCompany’s operation in future.

32. Secretarial Standards

The Institute of Company Secretaries of India had Secretarial Standards on Meetings ofthe Board of Directors (SS-1] and Secretarial Standards on General Meetings [SS-2] witheffect from 1st October 2017. The Company is in compliance with the revisedsecretarial standard.

33. Management Discussion & Analysis Report

The detailed Management Discussion & Analysis Report for the year under review asstipulated under Regulation 34(2](e] of SEBI Listing Regulations 2015 is presented in aseparate section & forms part of the Annual Report.

34. Risk Management

Your Company has a robust Risk Management Policy which identifies and evaluatesbusiness risks and opportunities. The Company recognizes that these risks need to bemanaged and mitigated to protect the interest of the stakeholders and to achieve businessobjectives. The risk management framework is aimed at effectively mitigating theCompany’s various business and operational risks through strategic actions.

35. Internal Financial Controls

The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguard against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions authorizedrecorded and reported correctly. The board of Directors has appointed M/s Anil Hariram& Co. Chartered Accountants as the Internal Auditors of the Company to report on theInternal Financial Controls of the Company.

36. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c] read with Section 134(5] of the Act the Directors statethat:

[a] In the preparation of the annual accounts for the Financial Year ended March 312022 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b] they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at March 312022 and of the profits of theCompany for the period ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Act for safeguarding the assets ofyour Company and for preventing and detecting fraud and other irregularities;

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

(e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

Cautionary Statement

Statements in the Board's Report and the Management Discussion and Analysis Reportdescribing the Company’s objectives expectations or forecasts may be forward lookingwithin the meaning of applicable laws and regulations. Actual results may differ fromthose expressed in the statements.

Acknowledgement

Your Company’s organizational culture upholds professionalism integrity andcontinuous improvement across all functions as well as efficient utilization of theCompany's resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from variousGovernment Authorities Banks / Financial Institutions and other stakeholders such asmembers customers and suppliers among others. Your Directors also commend the continuingcommitment and dedication of employees at all levels which has been vital for theCompany’s success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of Directors
For Pankaj Piyush and Trade Investment Limited
Sd/- Sd/-
Vinod Kumar Bansal Shweta Gupta
Place: New Delhi Managing Director Director
Date: 03.09.2022 DIN:00243709 DIN: 07452923

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