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Premium Capital Market & Investments Ltd.

BSE: 511660 Sector: Financials
NSE: N.A. ISIN Code: INE555D01019
BSE 00:00 | 25 Feb Premium Capital Market & Investments Ltd
NSE 05:30 | 01 Jan Premium Capital Market & Investments Ltd
OPEN 0.94
PREVIOUS CLOSE 0.94
VOLUME 100
52-Week high 0.94
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.94
CLOSE 0.94
VOLUME 100
52-Week high 0.94
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Premium Capital Market & Investments Ltd. (PREMIUMCAPITAL) - Director Report

Company director report

To

The Members

Premium Capital Market and Investments Limited Indore-452003

Your directors are pleased to present the 28th Annual report together with the AuditedFinancial Statements for the year ended on 31st March 2020.

FINANCIAL RESULTS

Financial Result of the company for the year under review along with the comparativefigures for previous years is as follows:

(Rs. in Lakhs)

2019-20 2018-19
Total Income from operations 1.76 11.68
Profit (Loss) before tax and depreciation (9.79) 0.61
Less : Depreciation 0.00 0.00
Profit (Loss) before Tax (9.79) 0.61
Previous year's adjustment 0.00 0.00
0.00 0.00
Provision for Tax 0.00 0.00
(9.79) 0.61
Add : Balance brought forward from previous year (629.68) (630.29)
Add:- Depreciation/Amortization effect given for previous years (00.00) (00.00)
Losses carried to Balance Sheet (639.47) (629.68)
Earnings Per Share (00.00) (00.00)

DIVIDEND

Since the company does not have enough profits for the current year and also there arecarried forward losses your directors have not recommended any dividend for the year ended31st March 2020.

COVID-19

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees. The switch to work from home for employees all over extending. As of March 312020 work from home was enabled to close to 100 percent of the employees to work remotelyand securely.

REVIEW ON OPERATIONS

During the Financial Year 2019-20 the Company has losses of Rs (9.79) Lacs incomparison to last year's profit of Rs. 0.61 Lacs. The company's funds are blocked withold debtors and advances which are not recoverable and therefore necessary provisions havealready been made in the books of accounts. The company is presently undertaking feesbased services only. In absence of the liquidity of funds the company could not generatecomparatively better results as compared to earlier years.

RISK MANAGEMENT POLICY AND ITS INTERNAL ADEQUACY

The Company has reasonable system of internal control comprising authority levels andthe powers supervision checks policies and the procedures. The Audit Committeeconsists of Shri Deoraj Pathak (Chairman of the Audit Committee) Shri Nitin Kanodia(Director) & Ms. Swati Singh (Director).

The Company has hired the services of a professional firm of chartered accountants tofunction as independent internal auditors and to assist the management in effectivedischarge of its responsibilities by furnishing it with findings observations andpertinent comments checking adequacy of internal controls adherence to regulatorycompliance and company's policies and procedures analysis and recommendations concerningthe activities covered for audit and conducting a review of it during the year. Findingsof internal audit reports and effectiveness of internal control measures is reviewed bytop management and audit committee of the Board.

The said Committee reviews the adequacy of internal control system and the Compliancethereof. Further the annual financial statement of the company are reviewed and approvedby the committee and placed before the Board for the consideration. The committee alsoreviewed the internal control system during the year.

SHARE CAPITAL & LISTING

The Equity Share of the Company can also be kept in Electronic form; your Company hasobtained connectivity from the Central Depository Services (India) Ltd. (CDSL) andNational Securities Depository Ltd (NSDL) to provide facilities to all members andinvestors to hold the Company's shares in Dematerialized form.

The equity share of the company is listed on BSE. The trading in shares of the companyare suspended from trading by Bombay Stock Exchange (BSE) due to nonpayment of penalty.The company has given representation to BSE to reverse the penalty final personal hearingis pending for the same.

DIRECTORS

The Board consists of 3 (Three) directors out of whom one is Chairperson who is alsothe woman Whole time director besides two independent Directors and Ms. Swati Singh isliable to retire by rotation.

The Board of Directors has Proposed to reappoint Ms. Swati Singh as Director who isretired by rotation and being eligible for offers herself for re-appointment as Directorof the Company along with the Position of Whole time Director of the Company whose officeshall be liable to retirement by rotation.

NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were held during the Financial Year2019-20:

S No. Date of Meeting Board Strength No. of Directors Present
1. 26th April 2019 3 3
2. 15th May 2019 3 3
3. 12th May 2019 3 3
4. 16th July 2019 3 3
5. 12th August 2019 3 3
6. 05th October 2019 3 3
7. 14th November 2019 3 3
8. 14th February 2020 3 3

AUDIT AND OTHER COMMITTEES

Pursuant to the provisions of Companies Act 2013 company has Audit CommitteeStakeholders Relation Committee and Nomination and Remuneration Committee.

PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES

The Company does not have any subsidiary Company and Joint venture company. HoweverPremium Global Securities is an associate of the company

REPORT ON CORPORATE SOCIAL RESPONSIBILITIES

The provisions of Section 135 of The Companies Act 2013 is not applicable to thecompany hence the report on corporate social responsibilities is not required to beannexed.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments provided by the Company under Section 186(4) of the Act as atthe end of the Financial Year 2019-20 are disclosed in the Notes to the FinancialStatement attached with the Board Report.

DECLARATION OF INDEPENDENCE

Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules made there under as well as of theListing Agreement.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

In view of the nature of activities which are being carried on by the Company Rule8(3) A and B of the Companies (Accounts) Rules 2014 concerning conservation of energyand technology absorption respectively are not applicable to the Company. However as perRule 8(3) C Expenditure & Earning's in foreign currency is Nil in current year aswell as previous year.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 134(3) (c) read with section 134(5) of the Companies Act 2013your directors State that:

a) In the preparation of accounts the applicable accounting standards have beenfollowed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the state ofaffairs of the company as at the end of March 31 2020 and the Statement of Profit / Lossof the company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provision of Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities.

d) The annual accounts of the company have been prepared on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and

f) There is a proper system to ensure compliance with the provisions of all applicablelaws and those systems are adequate and operating effectively.

AUDITOR

VISHAL PALIWAL AND ASSOCIATES Chartered Accountants were appointed as statutoryauditors of the Company in conformity with the provisions of sections 139 and 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 who resignedbefore their tenure was completed due to personal reasons.

Audit Committee of the Company recommended and approved by the Member of the Companythe appointment of S.N. GADIYA & Co. having (Firm Reg No. 002052C) CharteredAccountants as Statutory Auditors of the Company in place of CA Vishal Paliwal &Associates to hold office from the conclusion of ensuing 28th Annual General Meetinguntil the conclusion of the 33th Annual General Meeting and to fix their remuneration.

The written Consent regarding said appointment is received from auditors to act asStatutory Auditors of your Company and have also confirmed that the said appointment wouldbe in conformity with the provisions of sections 139 and 141 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014.

AUDITOR'S REPORT

The Auditors in their report have referred to the Notes forming part of the Accountsconsidering the principle of the materiality; the notes are self-explanatory and need nocomments.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed report on management discussions and analysis report as a separate statementin the Annual Report

CORPORATE GOVERNANCE

According to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 Regulation 17 to Regulation 27 related to corporate governance andcompliance report on corporate governance under Regulation 27(2) of SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 is not applicable in respect ofthe listed entity having paid up equity share capital not exceeding rupees Ten crore andnet worth not exceeding rupees Twenty Five crore as on the last day of the previousfinancial year.

As the paid up capital of our company is Rs 65537000 and net worth is Rs 1884963which is not exceeding the limits specified in Regulation 15 (2) of SEBI (LODR)Regulations the Company is not required to mandatorily comply with corporate governancereport and regulations related thereto. Your board is determined to continue to complythese norms whenever they become applicable on the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in form MGT-9 is annexedherewith as "Annexure A".

SECRETARIAL AUDIT

Pursuant to the provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Nikhil Dhanotiya Practicing Company Secretary (Membership No.A62578 CP No.23498) to undertake the Secretarial audit of the company. The Secretarial Auditor Reportis annexed herewith as "Annexure B".

The Secretarial Auditor in his report has made following qualifications:

I. The company is defending few penalties related to previous years imposed by BombayStock Exchange and has made representation to BSE for reversal of penalty amount and torevoke the suspension decision of BSE is awaited.

II. The company has not paid listing fees for last 3 years due to which company iseligible to be delisted in future.

Response to Qualification (1): The shares of the company are suspended on BSE fornon-payment of penalty amount. The company has made representation to BSE for reversal ofpenalty amount and to revoke the suspension. We are awaiting a positive response from BSE.

Response to Qualification (2): The Company has not been able to pay the listing feesfor last 3 years. However the company has made payments in small installments and also thecompany has made a representation to BSE and SEBI to reduce the heavy annual listing feeswhich is a burden on small companies like ours. That in last 5 years the listing fees hasbeen increased by 10 times which is a heavy burden on financially weak company like ours.Response from BSE is awaited.

CEO / CFO CERTIFICATION:

As required under Regulation 17(8) of SEBI (LODR) Regulations 2015 the CEO /CFOcertificate for the financial year 2019-20 signed by Mr. Jeevan Goyal CFO was placedbefore the Board of Directors.

RELATED PARTY TRANSACTIONS

In accordance with the provisions of Section 188 of the Companies Act 2013 and rulesmade there under the transactions entered into with related parties are in the ordinarycourse of business and on an arm's length basis the details of which are included in thenotes forming part of the financial statements. There are no material contracts orarrangement or transactions during the year. Accordingly information in Form AOC-2 isnot annexed.

PREVENTION OF INSIDER TRADING

The company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of thecompany. The code requires pre-clearance for dealing in the company's shares and prohibitsthe purchase or sales of company shares by the Directors and designated employees by inpossession of unpublished price sensitive information in relation to the company andduring the period when the trading window is closed. The compliance officer is responsiblefor implementation of the code.

All Board of Directors and designated employees have confirmed compliances with thecode.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate of Board's Report.

There is no change in the nature of business of the Company during the financial yearunder review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 is formulated by thecompany.

ACKNOWLEDGEMENT:

Your Director wish to place on record their sincere appreciation and acknowledge withthe gratitude forth assistance cooperation and encouragement by valued customerssuppliers bankers shareholders and employees of the Company and look forward for theircontinued support.