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Pulsar International Ltd.

BSE: 512591 Sector: Financials
NSE: N.A. ISIN Code: INE183U01014
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VOLUME 100
52-Week high 1.38
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Buy Price 1.38
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Pulsar International Ltd. (PULSARINTL) - Director Report

Company director report

[(Under Section 134(3) of the Companies Act 2013) {Read with Companies (Accounts)Rules 2014}]

REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31ST MARCH2020.

Dear Members

Your Directors have pleasure in presenting their 29th Annual Report togetherwith the audited financial statements for the financial year ended 31st March2020.

1. FINANCIAL HIGHLIGHTS

(Amount in Rupees)

Financial Year Financial Year
Particulars 2019-2020 2018-2019
Revenue from Operations 1653000 4102000
Other Income 0 0
Total Income 1653000 4102000
Profit before tax (980933) (684516)
Deferred tax 0 (8139)
Profit after tax (980933) (676377)
Other Comprehensive Income/(Loss) (Net of tax) 0 0
Total Comprehensive Income/(Loss) (980933) (676377)

2. OPERATIONS

During the year under review the Company's revenue stood at Rs. 1653000/- againstRs. 4102000/- in the previous year. The Company has incurred a loss of Rs. 980933/- ascompared to the loss of Rs. 676377/- during the previous financial accounting year.

3. ACQUITION OF SHARES OF THE COMPANY

Bluerock Investment Quotient LLP shown interest to takeover the management of theCompany by acquiring majority of stake in the Company. Accordingly Bluerock InvestmentQuotient LLP entered into a Share Purchase Agreement dated 26th July 2019 withthe existing promoters of the Company viz. Asha P. Khatiwala Jayshree M. DeliwalaMahendra K. Deliwala HUF Prakash H. Khatiwala and Prakash H. Khatiwala HUF for purchasing860000 (28.67%) Equity Shares of the Company held by them at a price of Rs. 14/- pershare.

Upon entering into the said Share Purchase Agreement and in terms of SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 Bluerock Investment Quotient LLPgave Open Offer dated 28th August 2019 to acquire upto 780000 (26%) EquityShares of the Company from the public shareholders at a price of Rs. 14/- per share.

As required under Regulation 26(6) of the SEBI (Substantial Acquisition of Shares &Takeovers) Regulations 2011 a Committee of Independent Directors consisting of Mr.Naresh J. Shah Mr. Dinesh J. Engineer and Mr. Kishor V. Deliwala was formed by the Boardof Directors of the Company to provide reasoned recommendations on Open

Offer made by Bluerock Investment Quotient LLP to acquire upto 780000 (26%) EquityShares of the Company from public shareholders.

The open offer was opened on 13th September 2019 and closed on 26thSeptember 2019. Total 6600 (0.22%) were offered by the public shareholders under saidopen offer. Keynote Financial Services Limited was appointed as "Manager to the OpenOffer" by the acquirer. Open Offer concluded on 15th October 2019.

4. SHARE CAPITAL

The issued subscribed and paid up share capital of your Company as on 31stMarch 2020 was at Rs. 30000000 divided into 3000000 Equity Shares of Rs. 10/-(RupeesTen Only) each fully paid up. The Company has not issued any shares during the financialyear under review.

5. TRANSFER TO RESERVES

During the financial year under review the Board of Directors of Company have notrecommended transfer of any amount to reserves.

6. DIVIDEND

Considering the losses incurred during the year under review your Directors have notrecommended any dividend for the financial year ended 31st March 2020.

7. CHANGE IN NATURE OF BUSINESS

There has been no change in business activities of the Company.

8. MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there are no material changes and commitments affectingthe financial position of the company which has occurred between the end of the financialyear of the company and the date of this report.

The management of the Company has been changed pursuant to the Share Purchase Agreementdated 26th July 2019 and upon completion of the open offer made by BluerockInvestment Quotient LLP as per Securities and Exchange Board of India(SubstantialAcquisition of Shares and Takeovers) Regulations2011. The Company has appointed newDirectors/KMPs and the new management has taken over the management of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2020 the following persons were acting as Directors ofthe Company in compliance with the provisions of Section 203 of the Companies Act 2013:

Sr. No. Name of the Director Category
1. Mr. Mahesh Ratilal Shah Additional Director
2. Ms. Jamsheed Minoo Panday Additional Director
3. Mrs. Rupal Patel Additional Independent Director

Upon takeover of the Company by Bluerock Investment Quotient LLP and consequent changein management following changes took place in directors and key managerial positions ofthe Company:

• Mr. Vimal Bhagwandas Shah (DIN: 00072265) Independent Director of the Companyresigned from the directorship of the Company with effect from 1st September2019. The Board places on record its appreciation for the services rendered by them duringtheir tenure.

• Mr. Naresh Jayantilal Shah (DIN: 00156053) Mrs. Jayshree Deliwala Mahendra(DIN: 06941676) Mr. Dineshbhai Jayantilal Engineer (DIN: 00203696) and Mr. Kishor VadilalDeliwala (DIN: 03440468) Directors of the Company resigned from the directorship of theCompany with effect from 1st September 2019. The Board places on record itsappreciation for the services rendered by them during their tenure.

• Mr. Mahesh Ratilal Shah (DIN: 00217516) Ms. Jamsheed Minoo Panday (DIN:00232768 ) and Mrs. Rupal Patel (DIN: 08611604) were appointed as Additional Directors andAdditional Independent Director respectively by the with effect from 17thDecember 2019. The Company has received notice in writing from a member under Section 160of Companies Act 2013 proposing their candidature as Directors and Independent Directorof the Company respectively. Your Directors recommend for approval of their appointment asDirectors and Independent Director of the Company respectively. Pursuant to Regulation36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standards (SS-2) on general meetings issued by the Institute of CompanySecretaries of India (ICSI) brief resume of the directors proposed to be appointed at theensuing Annual General Meeting are provided in Notice of 29thAnnual GeneralMeeting of the Company.

• Mr. Ishan Deepak Patel Company Secretary & Compliance Officer of theCompany resigned from services of the Company with effect from 29th September2019. The Board places on record its appreciation for the services rendered by her duringher tenure.

• Mr. Narendra Dhanjibhai Shah Chief Financial Officer of the Company resignedfrom the services of the Company with effect from 17th November 2019. TheBoard places on record its appreciation for the services rendered by her during hertenure.

10. CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE ANDOTHER

MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) ofCompanies Act 2013 the Nomination and Remuneration Committee while appointing aDirector takes into account the following criteria for determining qualificationspositive attributes and independence:

Qualification: Diversity of thought experience industry knowledge skills andage.

Positive Attributes: Apart from the statutory duties and responsibilities theDirectors are expected to demonstrate high standard of ethical behaviour goodcommunication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criterialaid down in Section 149(6) of the Companies Act 2013 the Rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations 2015.

11. BOARD AND SHAREHOLDERS MEETINGS

During the year under review the Company has conducted Six Board Meetings i.e. on 10thMay 2019 12th July 2019 04th September 2019 06thNovember 2019 17th December 2019 05th February 2020. Theintervening gap between the two meetings was within the period prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations 2015).

The Annual general Meeting of the Company was held on 25th September 2019.

The details of attendance at Annual General Meeting meetings of the Board during thefinancial year ended 31st March 2020 are as follows:

Name of Direct or Relations hip with other Directors Category No of other Directors hip Other than Pvt. Ltd. Co. Committee Members hip Of other Companies No. of Board Meetings held No. of Board Meeting s attended Attendance at Last AGM of The Company
Mr. Dinesh J. Engineer None Non- Executive Independent Nil Nil 4 4 Yes
Mr. Naresh J. Shah None Non- Executive Independent Nil Nil 4 4 Yes
Mr. Kishor V Deliwala None Non- Executive Independent Nil Nil 4 4 Yes
Mr. Vimal B. Shah None Non- Executive Independent Nil Nil 4 4 Yes
Mrs.Jayshree M. Deliwala None Non- Executive Promoter Nil Nil 4 4 Yes
Mr. Mahesh Ratilal Shah None Additional Director NIL NIL 2 2 No
Mr. Jamsheed Minoo Panday None Additional Director Nine NIL 2 2 No
Mrs. Rupal Patel None Additional Director NIL NIL 2 2 No

*As required under Regulation 26(6) of the SEBI (Substantial Acquisition of Shares& Takeovers) Regulations 2015 a Committee of Independent Directors consisting of Mr.Naresh J. Shah Mr. Dinesh J. Engineer and Mr. Kishor V. Deliwala was formed by the Boardof Directors of the Company to provide reasoned recommendations on Open Offer made byBluerock Investment Quotient LLP to acquire upto 26% equity shares of the Company frompublic shareholders. The Committee of Independent Directors was subsequently dissolved.

12. INDEPENDENT DIRECTORS' DECLARATION

Declarations as required under Section 149(7) of the Companies Act 2013 from theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 were dulyreceived by the Company.

13. REPORT ON CORPORATE GOVERNANCE

In view of the provisions of Regulation 15(2) of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 the provisionsrelated to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to(i) of sub-regulation (2) of Regulation 46 and para C D and E of Schedule V are notapplicable to the Company hence the same is not given in the Report. However the Companycontinues to adheres the best practices prevailing in Corporate Governance and follows thesame in its true spirit.

14. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable as the Company is not falling under the prescribedparameters.

15. ANNUAL PERFORMANCE EVALUATION

In terms of the relevant provisions of the Companies Act 2013 and SEBI ListingRegulations 2015the Board had carried out an annual evaluation of its own performanceand that of its Committees as well as individual Directors.

The Company has devised a policy for performance evaluation of its individualdirectors the Board and the Committees constituted by it which includes criteria forperformance evaluation.

The Board has carried out an annual evaluation of its own performance working of itsCommittees and the Directors individually in line with the requirements of the Act andListing Regulations.

The Directors were provided with structured questionnaire to record their views. Thereports generated out of the evaluation process were placed before the Board at itsmeeting and noted by the Directors. The evaluation process was attentive on variousaspects of the functioning of the Board and its Committees such as experience andcompetencies performance of specific duties and obligations of the Board & itsCommittees and governance issues etc. The Board also carried out the evaluation of theperformance of individual directors based on criteria such as contribution of the directorat the meetings strategic perspective or inputs regarding the performance of the Companyetc.

The same is found to be satisfactory.

16. EXTRACTS OF ANNUAL RETURN

In terms of Section 92 of the Companies Act 2013 read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of Annual Return is enclosed as Annexure-1.

17. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section178(1) of the

Companies Act 2013 and has defined the policy on Director's appointment and payment ofremuneration including criteria for determining qualifications positive attributes andindependence of a Director.

18. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013.

The recommendations of the Audit Committee are always welcomed and accepted by theBoard and all the major steps impacting the financials of the Company are undertaken onlyafter the consultation of the Audit Committee.

19. STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013.

The role of the Committee is to approve/ratify transfer of securities and look intoshare transmission rematerialization and dematerialization of shares and to consider andresolve securities holders' complaint. The meetings of the Committee are held onperiodical basis and the complaints are responded within the time frame provided.

20. RISK MANGAMENT

The Company has proper Risk Management system for evaluation review of the riskmanagement plan and its effectiveness. The Audit Committee also reviews the financial riskand its control. The management also continuously access the risk involved in the businessand all out efforts are made to mitigate the risk with appropriate action

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulationsyour Company has duly established Vigil Mechanism for Directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of company'scode of conducts or ethics policy. Audit Committee of the Board monitors and oversee thevigil mechanism. Your directors hereby confirm that no compliant was received from anydirector or employee during the financial year under review.

We affirm that during the financial year 2019-20 no employee or director was deniedaccess to the Audit Committee.

22. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 andconfirm that:

(a) in the preparation of the annual accounts for financial year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company for the financial year ended 31stMarch 2020 and of the 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the Financial Year ended 31stMarch 2020 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 were operatingeffectively; and

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

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

24. AUDITORS AND THEIR REPORT

At the Annual General Meeting held on 25th September 2019 M/s. M S Parikh& Co. Chartered Accountants Mumbai (Firm Regn.No.107558W) were appointed as theStatutory Auditors of the Company to hold office for the year.

M/s. M S Parikh & Co. Chartered Accountants Baroda Mumbai (FirmRegn.No.107558W) Statutory Auditors of the Company have given their report on theFinancial Statements of the Company is part of the Annual Report. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.

25. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedM/s. P M Agarwal & Co. Practising Company Secretaries as the Secretarial Auditors ofthe Company for the financial year 2019-2020. The report of the Secretarial Auditors inForm MR-3 is enclosed as Annexure -4 to this report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIESREFERRED TO IN SECTION

188(1) OF THE COMPANIESACT 2013

All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and listingregulation. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large. Hence no separate annexurein Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014 is given. All related party transactions are presented to the AuditCommittee and the Board if required for approval. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature.

27. LOANS GUARANTEES OR INVESTMENTS

During the year under review your Company has not granted any inter-corporate loanneither provided any guarantee in connection with any loan to any party nor made anyinvestment in terms of the provisions of Section 186 of the Companies Act 2013.

28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

29. RISK MANAGEMENT POLICY

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

30. MANAGERIAL REMUNERATION

The information as required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in Annexure 3 attached to this report.

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 is provided in a separate annexure forming part of thisreport. Further in terms of Section 136 of the Act the Report and accounts are being sentto the members excluding the aforesaid annexure. The said annexure is available forinspection at the Registered Office of the Company during the working hours and any memberinterested in obtaining a copy of the same may write to the Company Secretary andCompliance office of the Company and the same will be furnished on request.

31. HUMAN RESOURCES

The relationship of your company with its employees remained cordial throughout theyear. The Company is paying full attention in the development of Human Resources at alllevels by group discussions job related training etc.

32. INFORMATIONUNDER THESEXUAL HARASSMENT OFWOMENAT WORKPLACE( PREVENTION PROHIBITIONAND REDRESSAL)ACT 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. However during the year under review the Company has not receivedany complaint of alleged sexual harassment from any of its Divisio

33. INTERNAL FINANCIAL CONTROLS

Your Company has adequate Internal Financial Control System at all levels of Managementand they are reviewed from time to time. The Internal Audit is carried out by firms ofChartered Accountants. The Audit Committee of the

Board looks into Auditor's review which is deliberated upon and corrective actiontaken where ever required.

34. DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions containedin Chapter V of the Companies Act 2013 or in terms of corresponding provisions of theCompanies Act 1956.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 the Management Discussion and Analysis Report concerningof the Company is given as Annexure-2 to this report.

36. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Though our operations are not energy- intensive efforts have been made to conserve energy by utilizing energy- efficient equipment.
(ii) the steps taken by the company for utilizing alternate sources of energy The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy
(iii) the capital investment on energy conservation equipment. Not applicable

(b) Technology absorption

(i) the efforts made towards technology absorption Not applicable.
(ii) the benefits derived like product improvement cost reduction product development or import substitution Not applicable.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No technology has been imported by the Company.
(a) the details of technology imported Not applicable.
(b) the year of import; Not applicable.
(c) whether the technology been fully absorbed Not applicable.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof Not applicable.
(iv) the expenditure incurred on Research and Development Not applicable.

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was NIL(previous year Nil) and thetotal foreign exchange earned was NIL(previous year Nil).

37. LISTING OF SHARES

The Company's shares are listed at BSE Ltd. and the Company has paid the Listing feesto the BSE Limited for the F.Y. ended 31stMarch 2020.

38. INSURANCE

All the assets of the Company are adequately insured.

39. COST RECORDS AND COST AUDITORS

The Company is not required to keep cost records or appoint cost auditors.

40. COMPLIANCE WITH SECRETARIALSTANDARDS

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand your directors confirm compliance of the same during the year under review.

41. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNTS / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspenseaccount arising out of public/bonus/right issues as at 31st March 2020. Hencethe particulars relating to aggregate number of shareholders and the outstandingsecurities in suspense account and other related matters does not arise.

42. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.

Your Directors also thank the business associates financing banks shareholders andother stakeholders of the Company for their continued support.

For and on behalf of the Board
PULSAR INTERNATIONAL LIMITED
Mahesh Ratilal Shah
(DIN: 00217516)
Place: Mumbai
Date: 18th July 2020
Registered Office:
A-501 Avantika Apartment
New Maneklal Estate Ghatkopar (West)
Mumbai- 400086 Maharashtra India.

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