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Premier Capital Services Ltd.

BSE: 511016 Sector: Financials
NSE: N.A. ISIN Code: INE946K01023
BSE 00:00 | 06 Jul 6.06 0.13
(2.19%)
OPEN

5.85

HIGH

6.09

LOW

5.71

NSE 05:30 | 01 Jan Premier Capital Services Ltd
OPEN 5.85
PREVIOUS CLOSE 5.93
VOLUME 5584
52-Week high 19.45
52-Week low 4.14
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.85
CLOSE 5.93
VOLUME 5584
52-Week high 19.45
52-Week low 4.14
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Premier Capital Services Ltd. (PREMIERCAPSERV) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 38th 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 2021.

1. FINANCIAL RESULTS:

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

(Amount in Lacs.)

Particulars Year Ended 31st March 2021 Year Ended 31st March 2020
Total Revenue 0.91 0.00
Profit/(Loss) before Finance Cost depreciation / amortisation expenses & Tax (38.56) (17.36)
Less: Finance Cost 0.00 0.00
Profit/ (Loss) before depreciation expenses & Tax (38.56) (17.36)
Less: Depreciation/ amortisation expenses 0.00 0.00
Profit/ (Loss) before tax (38.56) (17.36)
Less: Tax expenses 4.34 0.94
Deferred Tax
Profit/ (Loss) for the year (42.90) (16.42)

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. 0.91 Lac and was nil during previous year. YourDirectors are hopeful that the Company would start its business activity in coming years.During the year there has been no change in the nature of business of the Company.

3. REVOCATION OF 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.

The Company has also paid all the outstanding Annual Listing Fees along with interestand arrears of previous years and provided all the documents required by the esteemedexchange for revocation of suspension of trading in the equity shares of the Company.

As a result of which the Company got its revocation from Suspension of Trading in theEquity Shares by BSE Limited vide their notice dated 30th April 2021. The Trading in thesecurities of the company was also resumed with effect from 5th May 2021.

4. LISTING AT STOCK EXCHANGE:

The Equity shares of the Company are listed on Bombay Stock Exchange Limited Mumbaiand the Listing Fee for the year 2020-21 has been duly paid.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

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.

6. SHARE CAPITAL:

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

7. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March 2021.

8. TRANSFER TO RESERVES:

Your Directors do not proposed any amount to be transferred to the Reserves for theyear ended 31st March 2021.

9. 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.

10.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.

11.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) Appointment of Director:

Mr. Soumil Ekadi (DIN: 08926008) was appointed as an Additional and IndependentDirector on the Board of Directors of the Company with effect from November 10 2020 whoseappointment also got confirmed as a Director at the 37th Annual General Meetingof the Company held on 30th December 2020.

c) Resignation of Director:

Mr. Ashwani Kumar Bhat (DIN: 03380458) has resigned from the Directorship of theCompany w.e.f. November 10 2020. Your Directors place on record their appreciation forthe invaluable guidance and services render during his tenure to the Company.

d) Directors and Key Managerial Personnels:

During the year end Mr. Manoj Kasliwal- Non executive Director Mrs. Sharda KasliwalNon executive Director Mrs. Rashmi Ahuja- Independent Director and Mr. Soumil EkadiIndependent Director are on the Board of the Company.

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.

12.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.

13.NUMBER OF MEETINGS OF BOARD OF DIRECTORS :

Board Composition and Category of Directors

As on 31st March 2021 the Board of Directors of the company comprised ofFour Directors including Woman Independent Directors two Non-executives and oneIndependent Directors. The Composition of Board is in conformity with the provisions ofCompanies Act 2013 and Listing 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 June 292020 September 1 2020 November 10 2020 December 3 2020 and February 11 2021. Theintervening gap between the respective two Meetings was in accordance with the provisionsprescribed under the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and notification issued by the Ministry of CorporateAffairs from time to time. The requisite quorum was present at the all meetings of theBoard. The attendance of the Directors at the Board Meetings is as under:

Sl. No. Name of the Director Category

Attendance Particulars

No. of other Directo rship

Committee Position in other Companies

No. of Shares/Instru ments held on 31st March 2021
Board Meeting Last AGM Chairman Member
1. Mr. Manoj Kasliwal Promoters and 05 Yes 8 - - 6144890
2. Mrs. Sharda Manoj Kasliwal Non-Executive Directors 05 Yes 7 - - 6144880
3. Mr. Ashwani Kumar Bhat* Independent and Non-Executive Directors 03 No 1 - - -
4. Mrs. Rashmi Ahuja 05 Yes - - - -
5. Mr. Soumil Ekadi* 02 Yes - - - -

*Mr. Ashwani Kumar Bhat - Independent Director of the Company resigned from the Boardof Company w.e.f. 10.11.2020 and in place of him Mr. Soumil Ekadi was appointed as anIndependent Director of the Company w.e.f. 10.11.2020.

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.

14. 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 RemunerationCommittee

For effective and efficient functioning of the Company the Board had establishedfollowing committees for the year 2020-2021:

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 meetstatutory auditors internal auditors periodically to discuss their findings andsuggestions internal control system scope of Audit observation of the auditors andother related matters and reviews major accounting policies followed by the Company. Theminutes of Audit committee meetings are 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 2021.

Meetings and Attendance

Five meetings of the Audit Committee of the company were held on June 29 2020September 1 2020 November 10 2020 December 3 2020 and February 11 2021. As at 31stMarch 2021 the composition of the Committee and the attendance details of CommitteeMembers at the meetings held during the period under review is as follows:

Name of the Directors Designation No. of Attended Meetings
Mr. Ashwani Kumar Bhat* Chairman 3
Mrs. Rashmi Ahuja Member 5
Mrs. Sharda Manoj Kasliwal Member 5
Mr. Soumil Ekadi* Chairman 2

*Mr. Ashwani Kumar Bhat-Independent Director of the Company resigned from the Board ofCompany w.e.f. 10.11.2020 and in place of him Mr. Soumil Ekadi was appointed as anIndependent Director of the Company w.e.f. 10.11.2020.

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 2021.

Meetings and Attendance

Two meetings of the Audit Committee of the company were held on September 1 2020 andNovember 10 2020.

As at 31st March 2021 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 2
Mr. Ashwani Kumar Bhat* Member 2
Mr. Manoj Kasliwal Member 2
Mr. Soumil Ekadi* Member

*Mr. Ashwani Kumar Bhat - Independent Director of the Company resigned from the Boardof Company w.e.f. 10.11.2020 and in place of him Mr. Soumil Ekadi was appointed as anIndependent Director of the Company w.e.f. 10.11.2020.

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 2021.

Meetings and Attendance

Four meetings of the Shareholder's/ Investor's Grievances Committee of the company wereheld on June 29 2020 September 1 2020 November 10 2020 and February 11 2021. As at31st March 2021 the composition of the Committee and the attendance detailsof Committee Members at the meetings held during the period under review is as follows:

Name of the Directors Designation No. of Meetings Attended
Mr. Ashwani Kumar Bhat Chairman 3
Mrs. Rashmi Ahuja Member 4
Mr. Manoj Kasliwal Member 4
Mr. Soumil Ekadi* Chairman 1

*Mr. Ashwani Kumar Bhat-Independent Director of the Company resigned from the Board ofCompany w.e.f. 10.11.2020 and in place of him Mr. Soumil Ekadi was appointed as anIndependent Director of the Company w.e.f. 10.11.2020.

Number of Complaints Received ----------NIL--------- Compliance Officer

CS Pranjali Dubey was appointed as Company Secretary and Compliance Officer of theCompany.

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 2021 inter alia to discuss: i. review theperformance of non-independent directors and the Board as a whole; ii. review theperformance of the Chairperson of the company taking into account the views of executivedirectors and non-executive directors; iii. assess the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

15.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.

16.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME

OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS ORFINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:

There are no such events occurred during the period from April 01 2020 to March 312021 thus no valuation is carried out for the one-time settlement with the Banks orFinancial Institutions.

17.DISCLOSURE OF RELATED PARTY TRANSACTIONS:

There were no contracts or arrangements made with related parties as referred underSection 188 of the Companies Act 2013 during the year under review.

18.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 applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as on 31st March 2021and of the profit or loss of the Company for that period; c) The Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) TheDirectors have prepared the Annual Accounts ongoing concern basis; e) The Directors hadlaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; f) The Directors haddevised proper system to ensure compliance with the provisions of all applicable laws andthat such system were adequate and operating effectively.

19.AUDITORS:

a) Statutory Auditors;

At 36th Annual General Meeting held on September 30 2019 Members of theCompany had appointed M/s. SPARK & Associates Chartered Accountants LLP (Previouslyknown as SPARK & Associates) Indore (M.P.) (Firm Registration No. 005313C) asthe Statutory Auditors of the Company for a term of five consecutive years from the conclusionof 36th 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 LLP (Previously known as SPARK & Associates)Indore (M.P.) (Firm Registration No. 005313C) an eligibility letter under section141 of the Companies Act 2013 and rules made thereunder that they are not disqualified.The members of the company authorized the board to fix the remuneration of StatutoryAuditors for each of the financial year separately on year to year basis.

It is informed that name of the Statutory Auditors of the Company has been changed fromSPARK & Associates to SPARK & Associates Chartered Accountants LLP w.e.f. 9thJune 2021.

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 Dinesh Kumar Gupta Practicing Company Secretary Indore (M.P.) toundertake the secretarial audit of the company for the year 2020-21 by the Board ofDirectors at its Meeting held on 03rd December 2020.

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 thefinancial year 2020-2021 by the Board of Directors at its Meeting held on 03rdDecember 2020.

20.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.

However auditor of the Company has made a note in its report which is as follows:

Material uncertainty related to going concern

We draw your attention to note 1(B.1)(b) of Ind As Financial statement that the Companyhas incurred a loss of Rs. 42.90 Lakhs during the year ended 31 March 2021 and hasaccumulated losses of Rs. 390.94 Lakhs due to which its net worth has been eroded and asof that date the company's current liabilities exceeded its current asset by Rs. 12.76Lakhs. These conditions indicate that material uncertainty exist that may cast significantdoubt on the company ability to continue as going concern. However the Ind AS financialstatements of the company have been prepared on a going concern basis based on therepresentation made by the management.

Our opinion is not modified in respect of this matter

Management Reply

We wish to inform you that past years were not good for the Company and it got recentlyrevoked from suspension of trading now in sight of positivity the Company is looking fornew business opportunities to enhance shareholders' value but due to this pandemic COVID19 all activities has been held up. We would keep all stakeholders informed in case of anyspecific developments.

The Company is focusing on Government Promotion Business Vocal to Local businessopportunity. If necessary the Company will amend its Object in line of its businessactivity.

The Company is targeting the good turnover profit and prosperity.

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 DINESHKUMAR GUPTA Company Secretary in Practice Indore (M.P.). The Secretarial AuditorReport is annexed herewith as Annexure "I".

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

a) The Consolidated Scrutinizer Report on the Remote E-Voting And E-Voting at AnnualGeneral Meeting held on 30.12.2020 under Regulation 44 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 has beensubmitted on 01.01.2021 at 11.04 A.M. However Consolidated Voting Results AndConsolidated Scrutinizer Report on the Remote E-Voting And E-Voting at Annual GeneralMeeting held on 30.12.2020 has been submitted on 01.01.2021 at 12.10 P.M. i.e. beyond 48hours from the conclusion of Annual General Meeting.

b) The Statutory Auditors of the Company have mentioned about significant doubt on theCompany's ability to continue as a going concern in its Independent Auditors report forthe financial year ended 31.03.2021 under the heading Material Uncertainty related togoing concern and in Auditor's responsibilities for the audit of the financial statements.

Management's Reply:

The Secretarial Audit Report for the financial year ended 31.03.2021 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 was due to absolute inadvertence and owing to gap ininternal office information due to COVID19 abnormalities in the functioning of theCompany.

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 2020-21 shall be rectified shortly.

21. 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 2021.

22.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNINGS AND OUTGO:

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

23. 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. Allthe Board Members and the Senior Management personnel have confirmed compliance with theCode.

24. 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.

25. 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.

26. 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.

27. 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. TheCompany manages monitors and reports on the principal risks and uncertainties that canimpact its ability to achieve its strategic objectives.

28. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto the Company for the financial year ending March 31 2021.

29. INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT &

REMUNERATION OF MANAGERIAL 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.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. Although according to provisions of theAct constitution of ICC is not mandatory on the Company. All employees (permanentcontractual temporary trainees) are covered under this policy.

During the financial year 2020-2021 no case in the nature of sexual harassment werereported at any workplace of the Company.

31. 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.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 AND THEIR STATUS.

There are no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

33. SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

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

34. 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.

35. 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‘II'.

a) Details of Remuneration of Directors;

Your Company has not paid any remuneration to its Directors. b) Details ofRemuneration of Key Managerial Personnel;

Sl. No. Name Designation Remuneration paid period ended 2020-2021 Remuneration paid period ended 2019-2020
1. Mr. Rajendra Kumar Mungar Chief Financial Officer Rs. 130000/- P.A. Rs. 130000/- P.A.
2. Ms. Deepti Dubey Chief Executive Officer Rs. 130000/- P.A. Rs. 130000/- P.A.
3. Ms. Pranjali Dubey Company Secretary Rs. 465000/- P.A. Rs. 301800/- P.A.

36. 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"III".

37. 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 "IV."

38. 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.

39. ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for assistance andco-operation 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 : 30.08.2021 Chairman
Place : Indore (DIN: 00345241)
REGISTERED OFFICE
4 Bhima Vaitarna Complex
Sir Pochkhanwala Road
Worli Mumbai (MH) 400 030
CIN: L65920MH1983PLC030629

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