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Paul Merchants Ltd.

BSE: 539113 Sector: Financials
NSE: N.A. ISIN Code: INE291E01019
BSE 00:00 | 22 Jun 4117.00 -15.80
(-0.38%)
OPEN

4198.00

HIGH

4299.00

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4117.00

NSE 05:30 | 01 Jan Paul Merchants Ltd
OPEN 4198.00
PREVIOUS CLOSE 4132.80
VOLUME 50
52-Week high 6195.00
52-Week low 3411.00
P/E 1.99
Mkt Cap.(Rs cr) 424
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4198.00
CLOSE 4132.80
VOLUME 50
52-Week high 6195.00
52-Week low 3411.00
P/E 1.99
Mkt Cap.(Rs cr) 424
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Paul Merchants Ltd. (PAULMERCHANTS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 33rd AnnualReport together with the Audited Financial Statements of the Company for the Financialyear ended 31st March 2017.

FINANCIAL RESULTS

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

Particulars 2016-17 2015-16
(Amount in Rs.) (Amount in Rs.)
Gross Income 29980637681 24686948116
Profit Before Interest and Depreciation 385743909 372154691
Interest 26484797 28710550
Gross Profit 359259112 343444141
Provision for Depreciation 29050590 28247542
Exceptional Items 2666099 ---
Net Profit Before Tax 330208522 315196599
Provision for Tax 114047417 112446687
Deferred Tax 2158945 (1441740)
Prior Period Tax 89491142 --
Net Profit After Tax 124511017 204191652
Balance of Surplus brought forward 1377940594 1173748942
Balance available for appropriation 1502451611 1377940594
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 1502451611 1377940594

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

The Company operates principally in three business verticals International MoneyTransfer Foreign Exchange and Tours & Travels. During the year under review Grossrevenue from International Money Transfer activities stood at Rs. 10207 lacs fromForeign Exchange Services stood at Rs. 285152 lacs and from Tours & Travel Segmentstood at Rs. 4142 lacs. The Profit before tax stood at Rs. 330208522/- and Profitafter tax stood at Rs. 124511017/-. For further details kindly refer to the FinancialStatements Management Discussion & Analysis Report Annexure D-3 and CorporateGovernance Report which forms part of this report.

Further during the year under review the Company has divested its stake in itsMalaysian Joint Venture Company Horizon Remit Sdn. Bhd. by 10% from 29.424% to 19.424% andincurred a loss on such sale of shares amounting to Rs. 2666099/- which has been shownas Exceptional item in the Balance Sheet as well in the summary of Financial Results givenabove.

DIVIDEND

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

RESERVES:-

Entire amount of Net Profit of Rs. 124511017/- has been transferred to Profit andLoss Surplus account which appears under the head "Reserves and Surplus." Noamount has been transferred to any other reserves.

DIRECTORS:-

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Sarita Rani Bansal (DIN 00094504) and Mr. Sandeep Bansal(DIN 00094391) Directors of the Company retire by rotation in the ensuing Annual GeneralMeeting and being eligible offer themselves for re-appointment.

Mr. Uma Shankar Paliwal (DIN 6907963) had been appointed as Independent AdditionalDirector by the Board of Directors of the Company subject to approval of Members. He holdsoffice upto the date of the ensuing Annual General Meeting and is proposed to be appointedas regular Independent Director by the Members. The Company has received requisite noticeand deposit in writing from a Member proposing him for appointment as regular IndependentDirector.

Board of Directors of the Company had increased the remuneration of Mr. Dharam PalSharma (DIN 07284332) w.e.f. 01-04-2017 subject to approval of Members.

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

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

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Annual Report of the Company contains a certificate by the Managing Director interms of Para D of Schedule V to the SEBI (LODR) Regulations 2015 on the declarationsreceived from the Directors and the Senior Management personnel affirming compliance withthe Code applicable to them during the year ended March 312017

KEY MANAGERIAL PERSONNEL

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

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

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

SHARE CAPITAL

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

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

b. ISSUE OF SWEAT EQUITY SHARE

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

The paid up equity share capital as on 31 March 2017 was Rs. 10280000/- andAuthorized Share Capital was Rs. 20000000/-.

Further there was no buy back of its own shares by the Company and there was no otherchange in the share Capital of the Company during the year under review.

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

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

MATERIAL CHANGES AND COMMITMENTS

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

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

Till now the Company had been offering services of International Money Transfer as aPrincipal Agent of Western Union Financial Services Inc. USA. With effect from11-05-2017 the Company has started offering the same services as Indian Agent ofContinental Exchange Solutions Inc. USA doing business as Ria Financial Services as well.The requisite details had been furnished to BSE Ltd in this regard. Ria Financial Servicesis the Third largest global money transfer company. It was founded in 1987 and at themoment employs approx. 3100 people. It has services in 150 countries through a network of310000+ agents and stores.

There are no other events to be reported under this head.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

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

CHANGES HAPPENING DURING THE FINANCIAL YEAR

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

a. In the nature of Company's business

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

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

CORPORATE GOVERNANCE :-

Your Company is committed to maintain the highest standards of Corporate Governance andis in compliance with the Corporate Governance Regulations as laid out in the Securities& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. As required under Regulation 34 (3) read with Part C of Schedule V tothe Securities & Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a Report on Corporate Governance is annexed herewith asAnnexure -D-11 and forms a part of this Annual Report.

A Compliance Certificate from Mr. Kanwaljit Singh Thanewal a Company Secretary inpractice having CP no. F 5901 confirming compliance with the conditions of CorporateGovernance is also annexed with this Report as required under Part E of Schedule V to theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) of the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is not applicable to the Company becausethe Company is not among top 500 listed entities based on market capitalization.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMPs and other employees is attached as Annexure D-2 asNomination and Remuneration Policy which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES:-

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

DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

Commission paid to Mr. Sat Paul Bansal the Chairman cum Managing Director of theCompany for the Financial Year 2016-17 comes to Rs. 7399934/-

Commission paid to Mr. Rajneesh Bansal the Executive Director of the Company for theFinancial Year 2016-17 comes to Rs. 7399934/-

NUMBER OF MEETINGS OF BOARD

During the year 2016-17 4 (Four) Board Meetings were held and 1 (One) IndependentDirectors meeting was held on 09.02.2017. The dates on which the Board Meetings were heldare 24.05.2016 11.08.2016 04.11.2016 & 09.02.2017. Further details as required underPart C of Schedule V to the Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 are given in the Corporate GovernanceReport forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

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

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

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

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

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Board Committees

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

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

v. Role of Committees.

vi. Contribution to the decision making process of the Board.

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

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

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances monitoring of controls and CorporateGovernance

Accordingly the annual performance evaluation of the entire Board of the Company itsCommittees and Individual Directors including Independent Directors has been carried bythe Board in its Meeting held on 29-05-2017 in terms of the provisions of Section 134 (3)(p) of the Companies Act 2013. The performance evaluation of all the IndependentDirectors have been done by the entire Board and while doing so the Director subject toevaluation had not participated. On the basis of performance evaluation done by the Boardit is determined whether to extend or continue their term of appointment whenever theirrespective term expires.

The Independent Directors had met separately on 09.02.2017 without the presence ofNonIndependent Directors and the members of management and discussed inter-alia theperformance of non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of executive andNon-Executive Directors.

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

The Directors express their satisfaction over the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

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

The Auditors' Report being self-explanatory requires no comments from the Directors.Further there are no reservations qualifications adverse remarks or Modified opinion inthe Audit Reports issued

by them in respect of Standalone as well as Consolidated Financial Statements of theCompany for the Financial Year 2016-17.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Kanwaljit Singh Thanewal a Company Secretary in practice having CP no. F 5901 wasappointed as Secretarial Auditor of the Company for the financial year 2016-17 pursuant toSection 204 of the Companies Act 2013. The Secretarial Audit Report submitted by him inthe prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are no qualifications or observations or other adverse remarks by the SecretarialAuditors in the Report issued by them for the financial year 2016-17 which call for anyexplanation from the Board of Directors.

FRAUDS REPORTED BY AUDITORS

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

COST AUDIT

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

CONSOLIDATED FINANCIAL STATEMENTS

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

The Internal Financial Control systems in place in the Company have been reviewed bythe Audit Committee on 25-05-2017 and by the Board of Directors of the Company on29-05-2017.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

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

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no subsidiaries or Associates as defined in the Companies Act 2013 andno change happened during the year under review. The Company has one Joint Venture Companyin the name of M/s Horizon Remit Sdn. Bhd. Malaysia. The Company holds 19.424 % equitystake in the said Joint Venture Company. Weizmann Forex Ltd (CIN L65990MH1985PLC037697)and Western Union Processing Limited an Irish Limited Liability Company are the otherpartners in the said Joint Venture Company.

Through the said Joint Venture Company the Company is able to spread its reach inInternational Remittances business beyond India and this starts with Malaysia.

During the FY 2016-17 The JV achieved gross revenue of 8.9 Cr registering a growth of12.5 % over previous year. By way of constant efforts of business growth through costoptimizations this year the JV achieved a profit of 61.4 Lacs as against loss of 26.9lacs during previous year.

Report on the performance and Financial position of the Joint Venture Company in thespecified format AOC-1 is annexed to the Directors' Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2016-17 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil.

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

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future. However it is hereby stated that Income Tax SettlementCommission Additional Bench New Delhi has settled the additional Income to the tune ofRs. 175130000/- from Assessment year 2008-09 to 2014-15 vide its order dated21-12-2016 which has been received by us on 04-01-2017. The amount of tax and interest asper said order will be computed by the department and the balance tax & interest willbe paid / refunded if any after adjustment of tax and interest of Rs. 88800000/-already paid by the company.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 an Audit Committee is duly constituted.The Audit Committee as on March 312017 comprises of the following Independent Directors:

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

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

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and pursuant to the provisionsof Section 178 (1) of The Companies Act 2013 Nomination & Remuneration Committee isduly constituted. As on March 31 2017 the Committee comprises of the following Directors:

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Stakeholders RelationshipCommittee is duly constituted with following composition as on March 312017:-

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

Other details of the Committee have been separately given in the Corporate Governancereport. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of Section 135 of the Companies Act 2013 the Company has constituted a CSRCommittee of the Board with the following composition as on March 312017:

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

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

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year underreview. The Shares of the Company are listed at BSE Ltd under scrip code 539113. TheListing fee for the FY 2017-18 has already been paid.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 312017 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure D-8 and formspart of this Report.

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

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments under Section 186 of the Act made during the Financial Year2016-17 are attached as Annexure D-9 which forms part of this report. Further referencecan be made to NOTE 10 & 17 to the Financial Statements.

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

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

During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered ‘material' according to the policy of theCompany on Materiality of Related Party Transactions. Your attention is also drawn to theRelated Party disclosures set out in Note no. 35 of the Financial Statements.

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

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms ofSection 177 (10) of the Companies Act 2013 and also in terms of Regulation 4 (2) (d) andRegulation 22 of Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of the said Vigil Mechanism cum WhistleBlower Policy is given in the Corporate Governance Section which is appended to thisReport. The Vigil Mechanism cum Whistle Blower Policy is also available on the Company'swebsite under weblinkhttp://www.paulmerchants.net/paulmerchants/wp-content/uploads/2017/07/Vigil-Mechanism-Policy.pdf

DIRECTORS' RESPONSIBILITY STATEMENT:-

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

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

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

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

(d) the directors had prepared the annual accounts on a going concern basis;

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

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

INDUSTRIAL RELATIONSHIPS:-

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

HUMAN RESOURCES DEVELOPMENT

It is a proud statement in itself that your Company continues to be an Employer ofchoice for a host of workforce. Value based HR programs unleashed by the Company from timeto time have enabled the company's HR team to contribute substantially to the overallgrowth of the Company. In order to keep pace with the ever evolving demands of theexisting business and the gamut of activities in Digital space HR has been placingtremendous focus on capability building in newer areas with an objective to predictdiagnose and take actions that will improve business performance. Further discussion onthis subject is included in the Management Discussion and Analysis Report forming part ofthis report.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable tothe company and the compliance reports issued by the Departmental Heads are placed beforethe Board every Quarter confirming compliance by the Company with all applicable Laws. Inaddition the Internal Audit and Concurrent Audit helps the Company gauge its levels ofCompliance on ongoing basis and to take corrective steps wherever needed.

LISTING AND LISTING REGULATIONS:-

The equity shares of the company are listed on the BSE Ltd (BSE).

The Company has in place the following Policies as required under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 :

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

2. ‘Archival Policy' under Regulation 30 of SEBI (Listing Obligations andDisclosure

Requirements) Regulations 2015. The web link of ‘Archival Policy' ishttp://www.paulmerchants.net/paulmerchants/wp-content/uploads/2016/03/Policy-on-Archival-of-Records.pdf

3. ‘Policy on Criteria for determining Materiality of events/information' underRegulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The web link of the ‘Policy on Criteria for determining Materiality ofevents/information' is;

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

Determination-of-Materialitv.pdf

The company has already paid listing fees for the year 2017-2018 to the BSE Ltd.

INSIDER TRADING:

The Board of Directors of the Company have adopted the Code of Practices and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information. The said Code has beenposted on the Website of the Company www.paulmerchants.net. Further the Board has alsoadopted the Code of Conduct to Regulate Monitor and Report Trading by its employees andother connected persons in accordance with the requirements of the SEBI (Prohibition ofInsider Trading) Regulations 2015. The Insider trading policy of the company lays downguidelines and procedures to be followed and disclosures to be made while dealing withshares of the Company as well as the consequences of violation. The said codes were dulyadhered to during the year under review.

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule II to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 pertaining to corporate governance norms Mr. Sat Paul Bansal ManagingDirector and Mr. Tilak Raj Khepar CFO have issued a certificate as per the contents ofsaid Regulation for the year ended March 312017. The said certificate forms an integralpart of this Annual Report as Annexure D-14. The certificate has been reviewed by theAudit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

The Company's equity shares are in compulsory Demat mode in terms of SEBI Guidelines.This has been facilitated through arrangement with NSDL and CDSL. About 96% of the issuedshares of the Company are already in dematerialized form. M/s Alankit Assignments LimitedNew Delhi are acting as the Registrar and Share Transfer Agents for this purpose and actsas common agency and all activities in relation to both physical and electronic sharetransfer facility are maintained in by them in terms of Regulation 7 (2) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

Pursuant to the provisions of the Investor Education Protection Fund (Uploading OfInformation Regarding Unpaid And Unclaimed Amounts Lying With Companies) Rules 2012 theCompany has already filed the necessary form and uploaded the details of unpaid andunclaimed amounts lying with the Company as on the date of last AGM (i.e. 28-09- 2016)with the Ministry of Corporate Affairs.

FINANCIAL STATEMENTS

Standalone as well as Consolidated Annual Report 2016-17 of the Company containingcomplete Balance Sheet Statement of Profit & Loss Cash Flow Statement otherstatements and notes thereto prepared as per the requirements of Schedule III to theCompanies Act 2013 Directors' Report (including Management Discussion and AnalysisReport and Corporate Governance Report) are being sent via email to all shareholders whohave provided their email address(es). To others the Annual Report is being sent by post.Full version of Annual Report 2016-17 is also available for inspection at the registeredoffice of the Company during working hours upto the date of ensuing Annual General Meeting(AGM). It is also available at the Company's website www.paulmerchants.net. The Notice ofthe AGM shall also be placed at the website of CDSL. Please note that you will be entitledto be furnished free of cost the full Annual Report 2016-17 upon receipt of writtenrequest from you as a member of the Company.

ACKNOWLEDGEMENT:-

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

For & On Behalf of the Board For & On Behalf of the Board
SD/- SD/-
(SAT PAUL BANSAL) (RAJNEESH BANSAL)
CHAIRMAN CUM MANAGING DIRECTOR EXECUTIVE DIRECTOR
(DIN 00077499) (DIN 00077230)
PLACE: CHANDIGARH
Date: August 23 2017