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Prem Somani Financial Services Ltd.

BSE: 530669 Sector: Financials
NSE: N.A. ISIN Code: INE035401012
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VOLUME 3000
52-Week high 5.09
52-Week low 1.70
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.70
Buy Qty 1000.00
Sell Price 1.70
Sell Qty 500.00

Prem Somani Financial Services Ltd. (PREMSOMANIFIN) - Director Report

Company director report

To
The Members
Prem Somani Financial Services Limited

Your Directors have pleasure in presenting the 28th Annual Report on the business and operations of the company together with the Audited Statement and the Auditors' Report thereon for the financial year ended 31st March 2019.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance for the year ended 31st March 2019

(Amount in Rs)

Particulars2018-192017-18
Total Revenue633968930920
Less: Total Expenditure(74 25625)(8331865)
Net Profit/ (Loss) Before Tax(6791658)(7400945)
Less: Provision for Tax--
Net Profit/ Loss After Tax(6791658)(7400945)

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

 During the year under review your company's Total Income was decreased from Rs. 930920/- to Rs.633968/-. Due to increase in other expenses company has incurred a loss of Rs. 6791658/- during the reporting period.Your Directors and Management along with the entire team are taking all possible action to sustain our financial growth and business operational developments inspite of all adverse external conditions & competition. Your Company's management is trying their best to improve company's performance and generating profits in the coming years.

 The Non Banking Finance Company (NBFC) licence of the company was cancelled by Reserve Bank of India (RBI) on 18th October 2018 due to failure of the company to achieve its Net Owned Funds of Rupees 200 Lakhspursuant to Revised Regulatory Framework for NBFCs (RBI/2014-15/520 DNBR (PD) CC.No.024/03.10.001/2014-15) read with Notification No. DNBR. 007/CGM (CDS)-2015 dated March 27 2015 due to which company will not be able to continue the NBFC related business activities. Your directors tried their best to achieve the said limits but since the company is in losses from past few years hence none of the investor was ready to invest funds in its equity.

3. LISTING STATUS

The Company is listed on BSE Limited (Scrip Code: 530669). The annual listing fee has been paid within time as required under Regulation 14 of the Securities and Exchange Board of 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 the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

5. SHIFTING OF REGISTERED OFFICE

The company has changed its registered office within the city limits on 25th April 2018 in light of convenience of its management.

6. DIVIDEND

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

7. AMOUNTS TRANSFERRED TO RESERVES

The Board of the company does not propose to transfer any amount to the General Reserves 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 of share capital of the Company.

9. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act 2013 read with Rule 12 of the Companies (Management and administration) Rules 2014 an extract of Annual Return in form MGT-9 as on 31st March 2019 has been prepared and enclosed as Annexure 1 to this report.

The above referred extract of Annual Return in form MGT-9 as on 31st March 2019 is also available on the website of the Company and can be assessed at http://www.psfs.co.in/uploads/MGT-9-converted.pdf

10.INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

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

11.DIRECTORS AND KMP

 Mr.Nawal Kumar Somani (DIN: 08094850) was appointed as Managing Director of the company in the Extraordinary general Meeting of the company convened on 21st May 2018 for a period of 3 years with effect from 21st May 2018 to 20th May 2021;

 Mr. Om Prakash Bansal (DIN: 00440540) was appointed as an Independent Director of the companyin the Extraordinary general Meeting of the company convened on 21st May 2018 for a period of 5 years with effect from 21st May 2018 to 20th May 2023

 Ms.Khushboo Jain (ACS 53823) was appointed as Company Secretary and Chief Financial Officer of the company w.e.f 30th May 2018;

 Ms. Prem Lata Somani Non-Executive Director who retired by rotation in the Annual General meeting of the company held on 29th September 2018 was reappointed by the members;

 Mr.Naweet Somani (DIN: 00287532) Director had tendered his resignation due to pre occupation during the year under review. The board in its adjourned meeting held on 30th November 2018 (original meeting on 29thNovember 2018) accepted his resignation w.e.f 14th July 2018. The Board places on record its appreciation for the services rendered by him during his tenure;

 Ms.Khushboo Jain resigned from the post of Chief financial Officer w.e.f 29th November 2018.The Board places on record its appreciation for the services rendered by her during her tenure;

 Ms.Khushboo Jain (ACS 53823) resigned from the post of Company Secretary w.e.f 31st January 2019. The Board places on record its appreciation for the services rendered by her during her tenure

 As per the provisions of Companies Act 2013 Mr. Nawal Kumar Somani (DIN: 08094850) Managing Director of the companywill retire by rotation at the ensuing AGM and being eligible offered himselffor re-appointment. The Board recommends hisre-appointment.

 The Board of Directors at its meeting held on 2nd August 2019 has recommended the reappointment of Mr. Vishnu Kant Mundra (DIN: 00339710) for a second term of 5 (five) consecutive years on the Board of the Company with effect from 01st April 2019 to 31st March 2024 subject to the approval of shareholders in the ensuing Annual General Meeting.The re-appointment of independent director shall be on the basis of report of performance evaluation therefore as per performance evaluation done by Nomination and Remuneration Committee and Board of Directors of the company the performance of Mr. Vishnu Kant Mundra (DIN: 00339710) is found satisfactory. Further the Board considers his background and experience and contributions made by him during his tenure the continued association of Mr.Vishnu Kant Mundra(DIN: 00339710)would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director

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

 Appointment of Ms. Shubhali Khandelwal as Company Secretary and compliance officer of the company with effect from 24th April 2019;

 Appointment of Mr.Jitendra Khandelwal as Chief Financial Officer of the company with effect from 24th April 2019;

 Ms. Shubhali Khandelwal resigned from the post of Company Secretary and Compliance officer w.e.f 27th May 2019. The Board places on record its appreciation for the services rendered by her during her tenure

 Appointment of Ms. Aayushi Pareek as company secretary and compliance officer of the company with effect from 02nd August 2019

Although such changes pertain to current financial year but your directors feel that it is prudent to report such changes to its shareholders.

12.DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 and Schedule IV of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors.

13.MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Six (6) meetings of the Board of Directors as per Section 173 of Companies Act 2013 on 25th April 2018 30th May 2018 14th August 2018 05th November 2018 29th November 2018 (adjourned till 30th November 2018) 30th November 2018 (Adjourned Meeting)and 31st January 2019.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) and compliances of Secretarial Standards-1 (SS-1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed 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 29th November 2018 without the presence of the Non-Independent Directors and members of management. This Meeting was conducted to enable the Independent Directors to discuss matters pertaining to inter alia review of performance of Non-Independent Directors and the Board as a whole review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors) review the performance of the Company assess the quality quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting was attended by all the Independent Directors.

15.BOARD COMMITTEE

 AUDIT COMMITTEE

The Audit Committeeis constituted pursuant to the provisions of of Section 177 of the Companies Act 2013. Members of the Audit Committee possess financial / accounting expertise / exposure. Further all the recommendations made by the Audit Committee were duly accepted by the Board of Directors The audit committee comprises of 3 Directors Mr. Vishnu Kant Mundra Mr. Om Prakash Bansal and Mr.Nawal Kumar Somani .All the members of the Committee except Mr.Nawal Kumar Somani are Independent Directors. Mr. Vishnu Kant Mundra Independent Director is the Chairman of the committee.

During the year under review the committee was reconstituted and Mr. Om Prakash Bansal was appointed in the committee. The Company Secretary of the Company is the Secretary of the Committee. Four meetings of the Audit Committee were held during the financial year 2018-19 on 30th May 2018 14th August 2018 05th November 2018 and 31st January 2019. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration. The details of meetings and attendance were duly minutised. Following is the constitution of the committee as on 31st March 2019.

S. No.Name of the DirectorPositionCategory
1.Mr. Vishnu KantMundraChairmanIndependent Director
2.Mr. Nawal Kumar SomaniMemberManaging Director
3.Mr. Om Prakash BansalMemberIndependent Director

 NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section 178 of the Companies Act 2013. Members of this Committee possess sound expertise / knowledge / exposure. 3 meetings of the Nomination and Remuneration Committee were held during the financial year 2018-19 on 25th April 2018 30th May 2018 and 14th August 2019. The details of meetings and attendance were duly minutised. Constitution of this committee as on 31st March 2019 is given hereunder:

S. No.Name of the DirectorPositionCategory
1.Mr. Om Prakash BansalChairmanIndependent Director
2.Ms. Prem LataSomaniMemberNon-Executive Director
3.Vishnu KantMundraMemberIndependent Director

 STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee is constituted pursuant to the provisions of section 178 of the Companies Act 2013 for looking into the grievances of shareholders' and investors of the company. 1 meeting of the Stakeholders' Relationship Committee was held on 29th November 2018. The details of meetings and attendance were duly minutised. Constitution of this committee as on 31st March 2019 is given hereunder:

S. No.Name of the DirectorPositionCategory
1. Mr.Om Prakash BansalChairmanIndependent Director
2. Ms. Prem Lata SomaniMemberNon Executive Director
3. Mr.Vishnu Kant MundraMemberIndependent Director

16. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act the Board of Directors has carried out an annual performance evaluation of its own performance board committees and individual directors. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure effectiveness of board processes manner of conducting the meetings value addition of the Board members and corporate governance etc. as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January 2017. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees manner of conducting the meetings value additions made by the members of the committees effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like attendance of the directors in the meetings their contribution & inputs qualification and expertise etc.

17. AUDITORS AND REPORT THEREON

 STATUTORY AUDITOR

M/s Sapra & Co. Chartered Accountants(Firm Registration Number: 003208C) the Statutory Auditor of the Company were appointed in the 27th Annual General Meeting of the company held on 29th September 2018 pursuant to the provisions of Section 139142 and other applicable 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 1st April 2018 and completing on 31st March 2023.

The observation of the Auditors in their report read with relevant notes on the accounts as annexed are self-explanatory and need no elaboration. Further the management of your company is taking all efforts to continue the functions of the company. The Auditors' Report does not contain any qualification reservation or adverse remark.

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Further the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act 2013.

Also the company has received a certificate from the Statutory Auditors pursuant to Section 141 that the firm is eligible to conduct the statutory audit of the company for the financial year 2019-20.

 SECRETARIAL AUDITORS

Pursuant to provision of the section 204 of the Companies Act 2013 read with rule 9 of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the company had appointed M/s V.M.& Associates Company Secretaries (FRN: P1984RJ039200) as Secretarial Auditor to conduct the Secretarial Audit of the company for the financial year 2018-19. Further the Report submitted by the Secretarial Auditor for the financial year ended 31st March 2019 is annexed herewith for your kind perusal and information as Annexure-2.

The Secretarial Audit Report for the financial year 2018-19 in form MR-3 contains the following observations:

 that the Net Owned Fund (NOF) of the company was below Rs.200 Lakhs being the minimum NOF required for NBFC as per the RBI Guidelines to which your management's response is that the company made all possible efforts to increase its owned funds upto the prescribe limit and requested for extension of time in order to comply with the same. . However since the company is in losses no investor agreed to invest in the company in light of which the company failed to achieve the Net Owned Funds upto the minimum required NOF for NBFC as per RBI guidelines.

 that Company has not adhered to the Regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 requiring hundred percent shareholding of promoter(s) and promoter group in dematerialized form to which your management's response is that the on dematerialisation of shares of the company the company had issued letters to all the shareholders advising them to convert their physical shareholding in demat. Also many shareholders of the company that have been categorized under promoters and promoter group are beyond the control of the company.

Further the Board of Directors has approved the reappointment of M/s. V.M. & Associates Company Secretaries Jaipur (FRN .-P1984RJ039200) as Secretarial Auditors for conducting Secretarial Audit for the financial year 2019-20.

 INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with the rules made thereunder the Board of Directors had approved the appointment of M/s Ghanshyam Rathi & Co. Chartered Accountants as Internal Auditor of the company for conducting Internal Audit for the financial year 2018-19. The Internal Audit Reports for each quarter were received by the Company and the same were reviewed by the Audit Committee and Board of Directors.

Further the Board of Directors has approved the reappointment of M/s GhanshyamRathi& Co. Chartered Accountants as Internal Auditor of the company for conducting Internal Audit for the financial year 2019-20.

18. LOANS GUARANTEES AND INVESTMENTS

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

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the company during the financial 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 Audit Committee and the Board. The company has not entered any transaction with the related parties which are not at arm's length.

The details of the related party transactions as required are set out Note No. 24 of the financial Statements of the company forming part of this Annual Report.

Further the particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is provided as Annexure - 3to this Annual Report.

20.PARTICULARS OF EMPLOYEES

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

Further the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report as Annexure-4 .

Furthermore the disclosures pertaining to remuneration and Top Ten Employees details are provided in the Annual Report as Annexure-5.

21.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report under the heading Annexure-6.

22.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information pertaining to conservation of energy technology absorption foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 is furnished in Annexure- 7 and is attached to this Report.

23.ORDER OF COURT OR REGULATOR OR TRIBUNAL

During the Period under review company has received the notices from Registrar of Companies Rajasthan under section 108 158 129 and 177188134139142 (for the financial year 2016-17 2015-16 and 2014-15) and 134 (3) (n). Details of Compounding of such offences and penalty paid thereof has been given in Form MGT-9 enclosed as Annexure 1 and forms part of this report.

Further there were no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and company's operations in future except:

 The orders o Compounding of offences pursuant to the provisions of Section 441 of the Companies Act 2013 and rules made there under in respect of above mentioned notices received.

 the Non Banking Finance Company (NBFC) licence of the company was cancelled by Reserve Bank of India (RBI) on 18th October 2018 due to failure of the company to achieve its Net Owned Funds of Rupees 200 Lacs pursuant to Revised Regulatory Framework for NBFCs (RBI/2014-15/520 DNBR (PD) CC.No.024/03.10.001/2014-15) read with Notification No. DNBR. 007/CGM (CDS)-2015 dated March 27 2015.

24.DEPOSITS

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

25.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 requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. All employees (permanent contractual temporary trainees) are covered under this Policy. The Policy is gender neutral.

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19.

 Number of complaints received: NIL

 Number of complaints disposed off: NIL

26.CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations the compliance with the Corporate Governance 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 Worth not exceeding Rs.25 crore as on the last day of the previous financial year; b. Listed Entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report. However the Company has due corporate governance norms for the financial year 2018-19.

27.REMUNERATION POLICY

The Nomination and Remuneration Policy of the company as mandated under Section 178 (3) (4) of the Companies Act 2013 is available on the website of the company and can be accessed at http://www.psfs.co.in/nomination_remuneration.php

28.VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act 2013 read with the rules made thereunder. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behaviour and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for 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 Audit Committee of the Board and no employee has been denied access to the Committee.

The Company will take appropriate action for its resolution. The Policy can be accessed on the Company website at following link http://www.psfs.co.in/whistleblower.php

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

29.RISK MANAGEMENT

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

The various elements of risk which the Directors think that may threaten the existence of the Company are: a) Financial Risk: Financial risk generally arises due to instability and losses in the financial market caused by movements in stock prices currencies interest rates and more. b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location any currency at any point in time. The risk stemming from the lack of marketability of an investment that cannot 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 reward stemming from a borrower's failure to repay a loan or otherwise meet a contractual obligation. 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) of the Companies Act 2013 read with the rules made there under as amended Board has a framework for Risk Management to oversee the mitigation o such risks.

30.INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Companies Act 2013 re-emphasizes the need for an effective Internal Financial Control 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 regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board`s report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

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

 All legal and statutory compliances are ensured on a monthly basis. Non-compliance if any 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 Authority Schedule which is reviewed periodically by the management.

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

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

31.DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS

The company complies with all applicable standards issued by the institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32.CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) for the Key managerial Personnel (KMPs) and Senior Managerial Personnel (SMPs). The code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code of Conduct is available on the Company's website http://www.psfs.co.in/codeofconduct.php

33.DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directors of the Company confirms that-

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

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

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were 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) Regulations 2015 Companies Act 2013 the Rules notified thereunder or any other applicable provisions are either NIL or NOT APPLICABLE.

35.ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks Government Authorities Customers Vendors and Shareholders and all other Stakeholders of the company who had maintained their faith in the management of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives staff and Workers of the Company.

Place: JaipurFor and on Behalf of the Board of Directors
Date: 02.08.2019For Prem Somani Financial Services Limited
SD/-
Nawal Kumar Somani
Managing Director
DIN: 08094850
Registered Office Address: 42Jai Jawan Colony
Scheme No.3 Durgapura Jaipur-302018(Rajasthan)