Fundviser Capital (India) Ltd Directors Report.

To,

The Members,

Fundviser Capital (India) Limited (Formerly known as Bagadia Colourchem Ltd.)

The Board of Directors have pleasure in presenting before you the 35th Annual Report and Audited Statements of Accounts for the Financial Year ended as on 31s March, 2020.

1. FINANCIAL RESULTS

The Financial Results for the year ended on 31st March, 2020 are briefly given below:-

particulars 2019-2020 2018-2019
(Rs.) (Rs.)
Revenue from Operations & Other Income 28,96,703 37,83,552
Profit before Interest, Depreciation & Income Tax 6,51,352 8,68,549
Less :
Interest 9,047 93,054
Depreciation - 55,229
Profit/ (Loss) for the Year before tax 6,42,305 7,20,266
Less : Provision for Tax
Current Tax 1,00,200 4,00,000
Deferred Tax 3,30,327 4,06,322
Earlier Year 7,141 16,974
Profit/(Loss) after Tax 2,04,637 7,09,614

2. COMPANYS AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT Reclassification of Promoters:

As the Member are aware that during the Previous Financial Year i.e. 2018-19 the incoming Promoters viz. Mrs. Namrata Jain, Miss. Prachi Jain and Sureshchand Chhotelal Jain (HUF) have been classified as the Promoters. However the re-classification of the earlier Promoters viz. Mr. Natwarlal Bagadia, Mr. Sushil Bagadia and Mrs. Sangeeta Bagadia, Mr. Mohit S. Bagadia & Ms. Sneha A. Tekriwal from Promoter Category to Public Category is still pending, and the same is in process.

Change of Name:

BSE Limited has taken on record the change of name of the Company from Bagadia Colourchem Limited to Fundviser Capital (India) Limited.

Review of Operations:

Though the Company has not started its NBFC activities in a full-fledged manner, the entire Revenue of the Company consists of the said new activities.

As the office of the Company is located in a prime & centrally located area, the Company had to close down the office during COVID-19 pandemic, and as such the major working of the Company was stand still.

During the year under review the Revenue from Operations of the Company was 27.65 Lakh as against of 25.15 Lakh. The Company has earned a Profit before Tax of 6.42 Lakh as against the Profit of 7.20 Lakh of the previous year.

3. CAUTIONARY STATEMENT

Statements in this report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

4. TRANSFER TO RESERVES

Your Company has not proposed to transfer any amount to the General Reserve.

5. DIVIDEND

With a view to augment Long Term Resources and to plough back the earnings in the Business itself, your Directors do not recommend any Dividend on the Shares of the Company.

6. PUBLIC DEPOSITS

During the Financial Year 2019-20, your Company had not accepted any Deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide its notification dated 22nd January, 2019 read with further notification dated 30h April,2019 required the Companies to file Return of Deposits or Particulars of Transactions not considered as Deposit. The Company will comply with the said notification.

7. internal control systems and ITS adequacy

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

8. LISTING AGREEMENT & FEES

The annual listing fees for the Financial Year 2019-2020 have been paid to BSE Limited, where your Companys shares are listed.

9. HOLDING companies, SuBSIDIARY COMpANIES AND ASSOCIATE COMpANIES

Company does not have any Holding Company, Subsidiary Company and Associate Company.

10. EXTRACT OF Annual ReTuRN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as Annexure I to this Report.

11. number of MEETINGS OF THE BOARD

During the year under review, Seven (7) Board Meetings were convened and held. In addition to that, the Meeting of the Independent Directors was held on 23rd March, 2020, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DIRECTORS RESPONSIBILITY STATEMENT

Directors Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013 is furnished below as required under Section 134(3) (c).

Directors state that:-

a) In the preparation of the Annual Accounts for the Year ended 31s March, 2020 the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) Accounting Policies as mentioned in Part-B to the Financial Statements have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the Profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

13. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. AUDITORS AND AUDITORS REPORT

a) Internal Auditor

The Internal Auditor, Ms. Purvi Agarwal, Chartered Accountants, Mumbai have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Statutory Auditors and the Audit Committee.

b) Statutory Auditor

Amar Bafna & Associates Chartered Accountants were appointed as the Companys Statutory Auditors upto the conclusion of 36th Annual General Meeting to be held in the year 2021.

Amar Bafna & Associates the Auditors have informed the Company that encouraged by the initiative taken by the Institute of Chartered Accountants of India (ICAI) for "Capacity Building Initiatives for Members in Practice", and to utilise enhanced synergies, the firm, i.e. M/s Amar Bafna & Associates is in the process of merging with M/s JMT & Associates, Chartered Accountants, Mumbai having Firm Registration Number (FRN 104167 W) with effect from 16th September, 2020 or any such date as may be approved by /intimated to ICAI.

Amar Bafna & Associates the present Auditors have also informed the Company that all the present Partners of the firm will be and are joining the M/s JMT & Associates as Partners under the above Merger. Mr. Amar Bafna, the present Engagement Partner of the Audit of the Company, will continue to be Engagement Partner in the new Firm M/s JMT & Associates, Chartered Accountants.

Accordingly practically there would be no change in the Auditor except the change of the name of the firm, and hence the new firm of Auditors is proposed to be appointed only for the remaining term of the present Auditors i.e. up to Year 2021.

The necessary Resolution at Item No 3 of the Notice is proposed for your approval.

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in Boards Report.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Shekhar Ghatpande, Practicing Company Secretaries having Membership No FCS: 1659 CP No: 782 to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - ii to this Report which is qualified by the Secretarial Auditors on following points:-

(i) During the Financial Year 2018-2019, the former Promoters of the Company consisting of Mr. Natwarlal Bagadia, Mr. Sushil Bagadia and Mrs. Sangeeta Bagadia had entered into Share Purchase Agreement (SPA) dated 29thJanuary, 2018 with the new Promoters of the Company viz., Mrs. Namrata Jain (New Promoter -

1), Miss. Prachi Jain (New Promoter -

2) and Sureshchand Chhotelal Jain (HUF) (New Promoter -

3) for acquisition by them of 17,53,652 Equity Shares of 10/- each, i.e. 47.524% of the total Share Capital of the Company. The said Acquirers also made the Open offer for acquisition of Shares from the then existing Shareholders of the Company. Further, pursuant to the Resolution passed by the Shareholders, the Company had applied to BSE for Reclassification of Promoters. The application of the Company for reclassification is under process by BSE Ltd.

In this Connection the Directors state that the Company is making necessary follow up with BSE Ltd.

(ii) During the Year under Report there were no changes in the composition of the Board of Directors. The Independent Directors of the Company have so far not registered on the Portal of Independent Directors Data Bank introduced by Indian Institute of Corporate Affairs.

In this Connection the Directors state that the Independent Directors of the Company have not registered on the Portal of Independent Directors Data Bank. The Independent Directors have already been informed about the said requirement.

d) Cost Audit

For the Financial Year under Report the appointment of Cost Auditor and obtaining their Report was not applicable to the Company.

15. PARTiCULARS OF LOANS, GUARANTEES OR iNVESTMENT

During the Financial Year 2019-2020, Company has not provided any Loans or Guarantees and made Investment under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

The Details of Investments made as on 31s March, 2020 are as follows:

Name of entity Amount As at 31s march, 2020 (Rs.)
1. Quoted (equity Shares) NIL
2. Unquoted
(a) 165 Capital Gain Saving Bonds of 10,000/- each of Rural Electrification Corporation Ltd. 16,50,000/-
total:- 16,50,000/-

During the year i.e. 2019-2020, the investment in the properties stood at 129 Lakh.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to provisions of Companies Act, 2013, the particulars of Contracts or Arrangements entered into by the Company with Related Parties have been done at Arms Length basis and are in ordinary course of business and particulars of which are being provided in Form AOC - 2 in terms of Section 134 (3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014 attached herewith as Annexure III.

17. material changes and commitments between the date of the balance sheet and

THE DATE OF REpORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

18. siGNIFICANT/MATERIAL ORDERs passED BY THE REGuLATORs

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

19. conservation of energy, technology absorption, foreign exchange earnings AND outgo

The Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy and Technology Absorption:

(i) The steps taken or impact on conservation of energy:

The operations of your Company are not energy intensive.

(ii) The steps taken by the Company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipments: NIL

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): Not Applicable.

C. Foreign Exchange Earnings and Outgo

sr. particulars No. Amount in ()
1 Foreign Exchange earned in terms of actual inflows during the year Nil
2 Foreign Exchange outgo during the year in terms of actual outflows Nil

20. risk management policy

As at present the Company has not started its new Business activities in a full fledged manner, formulated any Policy for Risk Management. However, during the course of business the Management looks after and studies the Risks involved.

21. NOMINATION AND REMuNERATION pOLICY

The Board has on the recommendation of Nomination and Remuneration Committee framed the policy for selection and appointment of Directors, KMPs and senior Management personnel and their remuneration.

22. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (prevention pROHIBITION AND REDREssAL) ACT, 2013:

The Company has formed a Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment. No such instance took place during the reporting period.

23. corporate social responsibility (CsR)

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR activities are not applicable to the Company. The Company voluntarily also has not undertaken any CSR activity.

24. board evaluation

Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act, 2013, Rules there under and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other statutory committees. Performance evaluation has been carried out as per the Nomination and Remuneration Policy.

25. CHANGE IN THE NATuRE OF BusiNEss, IF ANY

The matter has already been discussed in Para 2 above.

26. details of directors OR KEY MANAGERIAL pERsONNEL WHO WERE AppOINTED OR HAvE REsIGNED DuRING THE YEAR

Ms. Namrata Jain and Ms. Nikita Jain, were appointed as Promoter Directors of the Company and Mr. Rajendrakumar Daga and Mr. Satishkumar Mehta were appointed as an Independent Directors of the Company for a term of four consecutive years from the date of 34h Annual General Meeting i.e. upto 30h September, 2023.

During the year Ms. Meenakshi Priyadarshani resigned from the post of Company Secretary of the Company w.e.f. 29h May, 2019 and in her place Mr. Pushpendra Raikwar, was appointed as the new Company Secretary and Compliance officer w.e.f. 8h October, 2020.

27. directors proposed TO BE RE-AppOINTED AT THE ENsuiNG ANNuAL GENERAL MEETING

Ms. Nikita Dhannalal Jain (DIN: 07163522), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

The necessary resolution for her appointment as the Director of the Company is proposed for the approval of the Members in the ensuing Annual General Meeting.

28. composition OF AuDIT COMMITTEE

The composition of the Audit Committee under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been mentioned in the Corporate Governance Report annexed to this Report.

29. particulars OF EMpLOYEEs

No employee of the Company was in receipt of remuneration aggregating to 102/- Lakh or more per year or 8.50 Lakh or more per month when employed for a part of the year and the particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3) of Companies (Appointment & Remuneration of Managerial Personnel), Rules, 2014.

30. CAsH FLOW

A Cash Flow Statement for the financial year ended 31s March 2020 is attached to the Financial Statement.

31. CORPORATE GOVERNANCE

Pursuant to Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 report on the Corporate Governance is not applicable to the Company. However as a good Corporate Governance practice the Company furnishes the report on the Corporate Governance along with the certificate of compliance from the Practicing Company Secretary which forms part of the Annual Report.

32. DEMATERIALISATION OF EQUITY SHARES

As per SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20h April, 2018 the Shareholders holding Shares in Physical Form are required to submit their copies of PAN Card and Bank Account details. The Shareholders holding the Shares in Physical Form are requested if not already done, to forward the same to the Registrar & Transfer Agents - Satellite Corporate Services Private Limited at the earliest. Please note that no transfer of Shares is allowed in Physical Form.

33. SECRETARIAL STANDARDS

During the year under review the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.

34. acknowledgment

The Directors place on record their appreciation for the co-operation and support extended by the Shareholders, Employees and Well Wishers of the Company all the times.

By Order of the Board of Directors
For Fundviser Capital (india) Limited
Natwarlal Bagadia
Place: -Mumbai Chairman
Date: - 25/08/2020 [DIN: 00899960]