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Premier Capital Services Ltd.

BSE: 511016 Sector: Financials
NSE: N.A. ISIN Code: INE946K01023
BSE 00:00 | 03 Mar Premier Capital Services Ltd
NSE 05:30 | 01 Jan Premier Capital Services Ltd
OPEN 279.30
PREVIOUS CLOSE 279.30
VOLUME 1
52-Week high 279.30
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1,036
Buy Price 0.00
Buy Qty 0.00
Sell Price 279.30
Sell Qty 44.00
OPEN 279.30
CLOSE 279.30
VOLUME 1
52-Week high 279.30
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1,036
Buy Price 0.00
Buy Qty 0.00
Sell Price 279.30
Sell Qty 44.00

Premier Capital Services Ltd. (PREMIERCAPSERV) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 36th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements andthe Auditor's Report for the year ended 31st March 2019.

1. FINANCIAL RESULTS:

Financial results of the Company for the year under review are as follows:-

( Amount in Lacs.)
Particulars Year Ended 31st March 2019 Year Ended 31st March 2018
Total Revenue 6.27 7.49
Profit/(Loss) before Finance Cost depreciation / amortisation expenses & Tax 2.26 (1.81)
Less: Finance Cost (0.04) 0.05
Profit/ (Loss) before depreciation expenses & Tax 2.30 (1.86)
Less: Depreciation/ amortisation expenses 0.00 0.05
Profit/ (Loss) before tax 2.30 (1.91)
Less: Tax expenses - -
Profit/ (Loss) for the year 2.30 (1.91)

2. OPERATIONS AND STATE OF COMPANY'S AFFAIRS:

During the year under review the company does not indulge itself into any business.The Total Revenue of the Company is Rs. 6.27 Lac and has incurred a net profit of Rs.2.30Lac. Your Directors are hopeful that the Company would perform better in coming years.

During the year there has been no change in the nature of business of the Company.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments have been noticed between the end of financial yearand the date of the report which will affect the financial position of the Company.

4. SHARE CAPITAL:

During the year under review there have been no changes in the share capital of theCompany.

5. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March 2019.

6. TRANSFER TO RESERVES:

Your Directors do not proposed any amount to be transferred to the Reserves for theyear ended 31st March 2019.

7. DEPOSITS:

Your Company has not invited/accepted any deposit within the meaning of Section 73 ofthe Companies Act 2013 and Rules made there under during the year under review.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR POLICY):

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany; therefore the Company has not developed and implemented any Corporate SocialResponsibility initiatives.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Confirmation of appointments;

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mrs. ShardaManoj Kasliwal (DIN: 00345386) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment.

b) Resignation of Director:

Mr. Rajkumar Bhasin (DIN: 07101758) has resigned from the Directorship of theCompany w.e.f. August 16 2018. Your Directors place on record their appreciation for theinvaluable guidance and services render during his tenure to the Company.

c) Re-appointment of Independent Directors:

Pursuant to the provisions of the Companies Act 2013 ("the Act") and Clause49 of the erstwhile Listing Agreement Mr. Ashwani Kumar Bhat (DIN: 03380458) and Mrs.Rashmi Ahuja (DIN: 03385181) were appointed as an Independent Non-Executive Directorsto hold office for five consecutive years for a term up to the conclusion of this AnnualGeneral Meeting of the Company by the Members at its 31st Annual GeneralMeeting held on 29th September 2014. They are eligible for re-appointment asan Independent Directors for second term of five consecutive years.

Pursuant to the provisions of the Act based on the recommendation of the Nominationand Remuneration Committee the Board recommends for the approval of the Members throughSpecial Resolution at the ensuing Annual General Meeting re-appointment of Mr. AshwaniKumar Bhat (DIN:03380458) and Mrs. Rashmi Ahuja (DIN:03385181) as an

Independent Diretors for second term of five consecutive years from the conclusion ofthis Annual General Meeting of the Company till the conclusion of 41st Annualgeneral meeting of the Company.

The Company has received notices under Section 160 of the Companies Act 2013 frommember(s) signifying intention to propose the candidature of the above persons for theoffice of Independent Director(s) of the Company. The Company has received declarationfrom the Independent Directors that they meet the criteria of independence as prescribedunder Section 149 (6) of the Act and under Regulation 16 of the Listing Regulations.Further they have also confirmed that they are not disqualified from being appointed asDirectors under Section 164 of the said Act and have given their consent to act as aDirector of the Company being eligible for re-appointment as Independent Directors.

Profile and other information of the aforesaid Directors as required under Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standard - 2 forms part of the notice convening the ensuing Annual GeneralMeeting. The

above proposal for re-appointment forms part of the Notice of the 36th Annual GeneralMeeting and the relevant Resolutions are recommended for your approval therein.

As on 31st March 2019 the Board of Directors of the company comprised ofFour Directors including Woman Director and two Non-executive Independent Directors. TheComposition of Board is in conformity with the provisions of Companies Act 2013 andListing Regulations.

d) Key Managerial Personnels:

The Board of Directors at its Meeting held on August 12 2019 appointed Ms. PranjaliDubey as the Company Secretary (Key Managerial Personnel) and Compliance Officer ofthe Company w.e.f. August 12 2019.

Mr. Rajendra Kumar Mungar - Chief Financial Officer Mrs Deepti Dubey - Chief ExecutiveOfficer and Ms. Pranjali Dubey - Company Secretary and Compliance Officer are the KeyManagerial Personnel of the Company as on the date of this report

e) Declaration by Independent Directors;

All Non-Executive and Independent Directors have given declaration that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.These confirmations have been placed before and noted by Board.

10. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee Nomination & Remuneration Committee and Shareholders GrievanceCommittee.

The performance evaluation of Independent Directors has been done by the Board ofDirectors excluding the directors being evaluated.

In a separate meeting of independent directors performance of non-independentdirectors and performance of the Board as a whole was evaluated. The Nomination andRemuneration Committee reviewed the performance of the individual directors based on thecriteria such as the contribution of individual directors on the Board of the Company.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS :

Board Composition and Category of Directors

As on 31st March 2019 the Board of Directors of the company comprised ofFour Directors including Woman Directors and two Non-executive Independent Directors. TheComposition of Board is in conformity with the provisions of Companies Act 2013 andListing Regulations.

A calendar of Meetings is prepared and circulated in advance to the Directors. Adequatenotice is given to all Directors to schedule the Board Meetings. Agenda and detailed noteson agenda were sent in advance

During the year under review 5 (five) Board Meetings were convened and held on May 302018 August 14 2018 August 31 2018 November 13 2018 and February 11 2019. Theintervening gap between the respective two Meetings was within the as prescribed under theCompanies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. The requisite quorum was present at the all meetings of the Board. Theattendance of the Directors at the Board Meetings is as under:

Sl. No. Name of the Director Category

Attendance Particulars

No. of other Directorship

Committee Position in other Companies

No. of Shares/Instrments held on 31st March2019
Board Meeting Last AGM Chairman Member
1. Mr. Manoj Kasliwal Promoters and Non-Executive Directors 05 Yes 8 - - 6144890
2. Mrs. Sharda Manoj Kasliwal 05 Yes 7 6144880
3. Mr. Ashwani Kumar Bhat Independent and Non-Executive Directors 05 No 1 - - -
4. Mrs. Rashmi Ahuja 05 No - - -
5. *Mr. Rajkumar Bhasin 02 NA

*Mr. Rajkumar Bhasin reigned w.e.f. 16.08.2018.

The Board has confirmed compliance with the code of conduct for members of the Boardand Senior Management.

Note:

No Director is related to any other Director except Mr. Manoj Kasliwal & Mrs.Sharda Manoj Kasliwal who are Husband & Wife.

12. COMMITTEE OF THE BOARD

During the year the Board has Three Committee as required under the Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 asfollows:

a) Audit Committee

b) Shareholders Grievance Committee

c) Nomination and Remuneration Committee

For effective and efficient functioning of the Company the Board had establishedfollowing committees for the year 2018-19:

A. AUDIT COMMITTEE

The Audit Committee was reconstituted in accordance with the provisions of Section 177of Companies Act 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.

Terms of Reference:

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting process with a view to ensuringaccurate timely and proper disclosure and transparency integrity and quality offinancial reporting. The Audit Committee adheres to the Listing Regulations in terms ofquorum for its meetings functioning role and powers as also those set out in theCompanies Act 2013.

The said committee reviews report of the internal auditors meet statutory auditorsinternal auditors periodically to discuss their findings and suggestions internal controlsystem scope of Audit observation of the auditors and other related matters and reviewsmajor accounting policies followed by the Company. The minutes of Audit committee meetingsare regularly placed before the Board.

Composition:

The Committee comprise of three members out of which two are Non Executive &Independent Directors and one is Promoter & Non Executive Director as on 31stMarch 2019.

Meetings and Attendance

Four meetings of the Audit Committee of the company were held on May 30 2018 August14 2018 November 13 2018 and February 11 2019.

As at 31st March 2019 the composition of the Committee and the attendancedetails of Committee Members at the meetings held during the period under review is asfollows:

Name of the Directors Designation No. of Meetings Attended
Mr. Ashwani Kumar Bhat Chairman 4
*Mr. Rajkumar Bhasin Member 2
Mrs. Rashmi Ahuja Member 4
Mrs. Sharda Manoj Kasliwal Member 2

*Mr. Rajkumar Bhasin has resigned w.e.f 16.08.2018.

B. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was reconstituted in accordance with theprovisions of Section 178 of Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.

Terms of Reference:

Your Company has on recommendation of the Nomination & Remuneration Committeeframed the Remuneration Policy which inter-alia lays down the criteria for identifying thepersons who are qualified to be appointed as Directors and/or Senior Management Personnelof the Company alongwith the criteria for determination of remuneration of DirectorsKMPs and other employees and their evaluation and includes other matters.

Composition:

The Committee comprise of three members out of which two are Non Executive &Independent Directors and one is Promoter & Non Executive Director as on 31stMarch 2019.

Meetings and Attendance

As at 31st March 2019 the composition of the Committee and the details ofCommittee Members during the period under review as follows:

Name of the Directors Designation No. of Meetings Attended
Mrs. Rashmi Ahuja Chairman Nil
*Mr. Rajkumar Bhasin Member Nil
Mr. Ashwani Kumar Bhat Member Nil
Mr. Manoj Kasliwal Member Nil

*Mr. Rajkumar Bhasin has resigned w.e.f. 16.08.2018.

C. SHAREHOLDERS GRIEVANCES COMMITTEE

Terms of Reference:

The Committee has been constituted to facilitate prompt and effective redressal ofshareholders complaints and reporting of the same to the Board periodically. The Companyhas also appointed Purva Sharegistry (India) Pvt. Ltd. Mumbai a SEBI Registeredindependent agency as Registrar & Share Transfer Agent for handling Demat as well asPhysical Share Transfer work of the Company.

Composition:

The Committee comprise of three members out of which two are Non Executive &Independent Directors and one is Promoter & Non Executive Director as on 31stMarch 2019.

Meetings and Attendance

Four meetings of the Shareholder's/ Investor's Grievances Committee of the company wereheld on May 30 2018 August 14 2018 November 13 2018 and February 11 2019.

As at 31st March 2019 the composition of the Committee and the attendancedetails of Committee Members at the meetings held during the period under review is asfollows:

Name of the Directors Designation No. of Meetings Attended
Mr. Ashwani Kumar Bhat Chairman 4
*Mr. Rajkumar Bhasin Member 2
Mrs. Rashmi Ahuja Member 4
Mr. Manoj Kasliwal Member 2

*Mr. Rajkumar Bhasin has resigned w.e.f 16.08.2018.

Number of Complaints Received NIL

Compliance Officer

Mr. Rajendra Kumar Mungar was Compliance Office until CS Pranjali Dubey was appointedas Company Secretary and Compliance Officer w.e.f. 12.08.2019.

D. INDEPENDENT DIRECTORS' MEETING

Pursuant to Regulation 25 (3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 an exclusive meeting of Independent Directors was alsoheld without the presence of Non-independent directors & members of management. TheIndependent Directors met on 11th February 2019 inter alia to discuss:

i. review the performance of non-independent directors and the Board as a whole;

ii. review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors;

iii. assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of loans guarantees and investments covered under the provisions of section186 of the Companies Act 2013 are provided in the Notes to the Financial Statements.

14. DISCLOSURE OF RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the year under review wereon arm's length basis and in the ordinary course of business. The Audit Committee hasgiven prior approval for the Related Party Transactions. The policy on Related PartyTransactions is approved and adopted by the Board. Details of material contracts orarrangement or transaction at arm's length basis is annexed herewith as AOC-2 in Annexure- "I".

15. DIRECTOR S RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 with respect to Director's Responsibility Statement your Directorshereby confirm that:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2019 and of the profitor loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the Annual Accounts ongoing 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 system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

16.AUDITORS:

a) Statutory Auditors;

M/s. Bipin Zavar & Associates Chartered Accountants Mumbai Maharashtra (FirmRegistration No.121523W) the Statutory Auditors of the Company hold office till theconclusion of the 36th Annual General Meeting of the Company. On recommendation of AuditCommittee the Board has proposed the appointment of M/s. SPARK & AssociatesChartered Accountants Indore (M.P.) (Firm Registration No. 005313C) as the StatutoryAuditors of the Company in their place for a term of five consecutive years from theconclusion of this Annual General Meeting till the conclusion of the 41stAnnual General Meeting of the Company. The company has received from M/s. SPARK &Associates Chartered Accountants Indore (M.P.) (Firm Registration No. 005313C) aneligibility letter under section 141 of the Companies Act 2013 and rules made thereunderthat they are not disqualified. The members of the company authorized the board tofix the remuneration of Statutory Auditors for each of the financial year separately onyear to year basis.

b) Secretarial Auditors;

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Prem Batra Company Secretary in Practice Indore (M.P.) to undertakethe Secretarial Audit of the Company for the year 2019-20.

c) Cost Auditors;

Maintenance of cost records as specified by Central Government under sub section (1) ofSection 148 of the Companies Act 2013 is not applicable to the Company. Hence theCompany is not required to appoint Cost Auditor during the year under report.

d) Internal Auditors;

M/s Sheetal Bala Bansal & Associates Chartered Accountants (FRN: 013027C)Indore (MP) have been appointed as an Internal Auditors of the Company for the financialyear 2018-19 by the Board of Directors at its Meeting held on 31st August2018.

17.AUDITOR'S REPORT:

a) Statutory Auditor's Report;

The observations made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

b) Secretarial Audit Report;

Pursuant to the provisions of section 204 (1) of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personal) Rules 2014 the Companyhas obtained a Secretarial Audit Report in the prescribed Form MR-3from CS Prem BatraCompany Secretary in Practice Indore (M.P.). The Secretarial Auditor Report isannexed herewith as Annexure - "II".

The secretarial Audit Report contains following qualifications reservation and adverseremark as follows:

a) The website of the company "http://premiercapitalservices.in/ " underRegulation 46 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is under maintenance as on the date of signingof this certificate.

b) Corporate Governance under Regulation 27 (2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 for the Quarterended 30.09.2018 and 31.12.2018 has been filed beyond fifteen days from the end of eachquarter i.e. filed on 31.10.2018 and 29.01.2019 respectively.

c) Disclosure by promoters under Regulation 30 (1) and 30(2) of Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011 for thefinancial year ended 31.03.2018 and 31.03.2019 has been filed beyond seven working daysfrom the end of the financial year i.e. filed on 24.04.2018 and 10.04.2019 respectively.

d) The remote E-voting period should have started on 23rd September 2018(at 9.00 A.M.) and ended on 25th September 2018 (at 5.00 P.M.). However theremote e- voting period starts on 24th September 2018 (at 07.30 P.M.) at CDSLe-voting platform and continues even after the conclusion of Annual General Meeting andfinally ends on 26th September 2018 (at 05.00 P.M.). As per the CDSL systemdate of Annual General Meeting is appearing as 27th September 2018 thereforethe finalization of e-voting has been made on 27th September 2018 at 11.11A.M.

Also voting result has been filed beyond the time period of forty eight hours fromconclusion of Annual General Meeting i.e. on 09.10.2018 at 06:25 P.M.

e) Outcome of Board Meeting under Regulation 30 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 has not beenfiled for Board Meetings held on 30.05.2018 14.08.2018 13.11.2018 & 11.02.2019 andfor Board Meeting dated 31.08.2018 has been filed beyond the time period of thirtyminutes from conclusion of the Board Meeting.

f) Notice of Board Meeting under Regulation 29 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 has not beenfiled for Board Meeting dated 31.08.2018.

g) Listing fees and other charges to be paid to Recognized Stock Exchanges underRegulation 14 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 has not been paid for the financial year2018-19 and 2019-20.

h) Financial Results for 30th September 2018 under Regulation 33 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 has been filed beyond forty five days from the end of each quarter i.e.filed on 28.11.2018.

i) Financial Results for 31st March 2018 under Regulation 33 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 has been filed beyond sixty days from the end of year i.e. filed on 06.06.2018.

j) notice of meeting of the board of directors where financial results were discussedhas not been published in newspaper and not intimated to stock exchange under Regulation30 & 47 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

k) Newspaper Advertisement for Publication of Financial Results has not been publishedfor the half year/quarter ended 30.09.2018 and 31.12.2018 under Regulation 47 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

l) Intimation for newspaper Advertisement for Publication of Financial Results has notbeen made to stock exchange under Regulation 30 & 47 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

m) Notice of Annual General Meeting and e-voting process has not been published innewspaper and has not intimated to stock exchange under Regulation 30 & 47 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations 2015.

n) Announcement for resignation of Mr. Rajkumar Bhasin (DIN: 07101758) Director dated16.08.2018 under Regulation 30 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 has been filed beyond twentyfour hours from occurrence of event i.e. on 24.08.2018.

o) The company Secretary has resigned w.e.f 30.10.2017 and thereafter Company Secretarywas appointed w.e.f 12.08.2019.

Management's Reply:

The Secretarial Audit Report for the financial year ended 31.03.2019 does not containany qualifications or reservations by the Secretarial Auditor. The observations made inthe report are self explanatory.

The delay/non-filing of returns/information/disclosures to the stock exchange/otherstatutory or regulatory authorities is due to absolute inadvertence and owing to gap ininternal office information.

The management of the company has taken all necessary steps and actions to do properand timely compliance. It assures to do timely compliance in future under variousapplicable acts & regulations. It also assures that rectifiable non-compliance in thefinancial year 201819 shall be rectified shortly.

The company has also appointed whole-time Company secretary cum compliance officer todo proper and timely compliance under various applicable acts & regulations.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT:

No frauds are reported by the auditors of the company under sub-section (12) of Section143 of the Companies Act 2013 for the financial year ended 31st March 2019.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Your Directors have nothing to report on the aforesaid matters as your Company is notengaged in manufacturing activities and has no foreign collaboration and has not exportedor imported any goods or services during the year.

Hence Conservation of energy and technology absorption pursuant to provisions ofSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014: NIL

Foreign Exchange earned- Nil Foreign Exchange used- Nil

20. CODE OF CONDUCT:

Your Company has adopted a code of conduct for its Board of Director and the SeniorManagement Personnel. The code requires the directors and employees of the Company to acthonestly ethically and with integrity and in a professional and respectful manner.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) &(10) of Companies Act 2013 readwith Rule 7 of Companies (Meetings and Board and its Powers) Rules 2014 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) 2015 the Company hasadopted a Whistle Blower Policy which provides for a vigil mechanism that encourages andsupports its directors and employees to report instances of unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct of Ethics Policy. It alsoprovides for adequate safeguards against victimization of persons who use this mechanismand direct access to the Chairman of Audit committee in exceptional cases.

22. INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial controls with reference to thefinancial statements. During the year in order to further strengthen the internalfinancial controls a renowned professional consultant firm was hired to conduct anassessment of the existent internal financial controls and advise on best practices foradoption.

23. PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct for Prevention of Insider Trading inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulation 2015 as amended and has dulycomplied with provisions of the said code.

24. BUSINESS RISK MANAGEMENT:

The Company has in place a mechanism which highlights the Company's practices and riskmanagement framework to identify assess monitor and mitigate various risks and managethe uncertainties to key business objectives and the Company's internal control systemsare commensurate with the nature of its business and the size and complexity. The Companymanages monitors and reports on the principal risks and uncertainties that can impact itsability to achieve its strategic objectives.

25. INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5(2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the financial year 2018-19 no case in the nature of sexual harassment werereported at any workplace of the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There is no significant and material order passed by the regulators or courts ortribunal impacting the going concern status and Company's operations in future.

28. SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

Your Company does not have any Subsidiary Joint Venture or Associate Companies.

29. SECRETARIAL STANDARDS:

During the period under review your Company has complied with all the procedure withrespect to conduct Board Meeting General Meeting and maintenance of Minutes and all otherapplicable secretarial standard time to time.

30. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

Your Company has on the recommendation of the Nomination & Remuneration Committeeframed a Remuneration Policy which inter-alia lays down the criteria for identifying thepersons who are qualified to be appointed as Directors and/or Senior Management Personnelof the Company alongwith the criteria for determination of remuneration of DirectorsKMPs and other employees and their evaluation and includes other matters provided undersection 178(3) of the Companies Act 2013.The details of this policy are explained in the Annexure'III'.

a) Details of Remuneration of Directors;

Your Company has not paid any remuneration to its Directors.

b) Details of Remuneration of Key Managerial Personnel;

Sl. No. Name Designation Remuneration paid period ended 2018-19 Remuneration paid period ended 2017-18
1. Mr. Rajendra Kumar Mungar Chief Financial Officer Rs. 145000/- P.A. Rs. 100870/- P.A.
2. Ms. Deepti Dubey Chief Executive Officer Rs. 145000/- P.A. Rs. 100240/- P.A.

31. EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under section 92(3) and section 134(3) of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and administration) Rules 2014extract of the Annual Return in prescribed Form MGT-9 is annexed herewith as Annexure -"IV"

32. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of the SEBI (listing Obligations and Disclosure Requirements)Regulations 2015 with Stock Exchange your Company is required to give a note onmanagement discussion and analysis with regard to Company's perception. A report on thesame is annexed herewith as Annexure - "V."

33. CORPORATE GOVERNANCE:

Your Company is not required to submit Corporate Governance Report as the equity sharecapital and net worth of the Company is less than required limits as on the last date ofthe previous financial year. Provided that where the provision of the Act becomesapplicable to the Company at a later date the Company shall comply with the requirementwithin six month from the date on which the provisions become applicable to the Company.

34. SUSPENSION OF TRADING:

The Company had received the order of Suspension of Trading w.e.f. 4th March 2015 videletter dated 27th February 2015 from BSE Ltd. in response to which the Company has takenthe appropriate action for Revocation of Suspension of trading of the Company.

35. ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for assistance andcooperation received from Banks Government Authorities Investors Stock Exchange andMembers during the year under review and thank to all the shareholders for their continuedsupport. The Board of Directors also place on record its sincere appreciation of thecommitment and hard work put in by the Management and Employees of the Company.

For and on behalf of the Board
Sd/-
Manoj Kasliwal
Date : 03.09.2019 Chairman
Place : Indore (DIN: 00345241)
REGISTERED OFFICE
4 Bhima Vaitarna Complex
Sir Pochkhanwala Road
Worli Mumbai (MH) 400 030
CIN: L65920MH1983PLC030629

Annexure - "I"

FORM AOC-2

(Pursuant to clause (h) of sub-section 134 of the companies Act 2013 and Rule 8 (2) ofthe Companies (Accounts) Rules 2014)

Details of Contracts or Arrangement or Transaction not at Arm's Length Basis as Under;

(a) Name (s) of the related party and nature of relationship: Nil
(b) Nature of the contracts or arrangement or transaction: Nil
(c)duration of the contracts or arrangement or transaction: Nil
(d) Salient terms of contracts or arrangement or transaction including the value if any: Nil
(e)Justification for entering into such contract or arrangements or transactions: Nil
(f) Date of approval by the Board if any; Nil
(g) Amount paid as advance if any: Nil
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Nil

Details of Material Contracts or Arrangement or Transaction at Arm's Length Basis asUnder;

a) Name of the related party and nature of relationship: M/s. Pumarth Credit and Capital Limited Common Directors
b) Nature of the contracts or arrangement or transaction: The transactions entered are in the ordinary course of business and on arm's length basis.
Nature of Contract - Company has paid Brokerage to M/s. Pumarth Credit and Capital Limited.
c) Duration of the contracts: Transactions perpetual and ongoing in nature
d) Salient terms of contracts or arrangement or transaction including the value if any: Company Transaction brokerage on share trading to the Company Rs.6460/- (Rupees Six Thousand Four Hundred Sixty Only)
e) Date of approval by the Board if any; 30 May 2018
f) Amount paid as advance if any: Nil

*The Board of Directors has taken note for the above mentioned transactions in themeeting held on 30 May 2018.

Annexure "III"

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

The Policy on Nomination and remuneration of Directors Key Managerial Personnel (KMPs)and other employee has been formulated in compliance with Section 178 of the CompaniesAct 2013 read along with the regulation 19 of SEBI (Listing obligations and DisclosureRequirements) Regulations 2015 as amended from time to time. This policy on nominationand remuneration of Directors Key Managerial Personnel and other employee has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee will consist of three or more nonexecutivedirectors out of which at least one-half shall be independent director(s) provided thatChairperson of the Company may be appointed as a member of this Committee but shall notchair such Committee. The Board shall reconstitute the Committee as and when required tocomply with the provisions of the Companies Act 2013 and applicable statutoryrequirements including the Listing Agreement.

OBJECTIVE OF THE NOMINATION AND REMUNERATION POLICY IS TO ENSURE THAT:-

a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

CRITERIA FOR DETERMINING QUALIFICATION POSITIVE ATTRIBUTE AND INDEPENDENCE OF DIRECTOR

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.

b) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

POLICY FOR REMUNERATION TO DIRECTORS/KMPs/SENIOR MANAGEMENT PERSONNEL

The committee is responsible for reviewing and making recommendation to the Board on:

a) The remuneration of Managing director Whole-time director and KMPs;

b) The Remuneration Policy for all the employees including KMPs senior management andother employees including base pay incentives payment equity awards retirement rightand having regards to the need to:

i) attract and motivate talent to pursue the Company's long term growth;

ii) demonstration a clear relationship between executive compensation and performance;and

iii) be reasonable and fair having regard to the best governances practice and legalrequirements;

Nomination and Remuneration Committee shall recommend the remuneration including thecommission to Directors/KMPs/Senior Management Personnel. This will be then approved bythe Board and Shareholders. Prior approval of shareholders will be obtained wheneverapplicable.