options chain Directors report

The Members,

Your Directors have pleasure in presenting their 41st Annual Report on the business and operations of the Company and the Audited accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS

Your Companys financial performance for the year under review has been encouraging. Key aspects of Financial Performance of PH Trading Limited for the current financial year 2022-23 along with the previous financial year 2021-22 are tabulated below:

PARTICULARS	Standalone (in Rs. Lakhs except EPS)
	Year Ended March 31, 2023	Year Ended March 31, 2022
Revenue from Operations	0.00	6.43
Other Operating Income	0.00	0.00
Other Income	3.19	15.39
Total Income	3.19	21.82
Operating Expenditure	20.15	13.22
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	(16.96)	8.608
Depreciation and Amortization Expenses	-	-
Finance Cost	-	-
Profit before Exceptional Items and Tax	(16.96)	8.608
Exceptional Items - Foreign Exchange Fluctuation (Gain)/Loss	0.000	0.000
Profit before Tax (PBT)	(16.96)	8.608
Tax expense:
Current Year	--	(5.872)
Earlier Year	(21.81)
Deferred Tax	(0.52)	(0.07)
Mat Credit Entitlement
Profit After Tax (PAT)	(38.25)	14.555
Other Comprehensive Income for the Period
(1).Item that will not be reclassified to Profit or Loss
s(2).Income tax relating to items that will not be reclassified to Profit or Loss	0.43	0.040
Total Comprehensive Income for the	(37.82)	14.514
Balance as per the last Financial Statements	21.20	197.70
Appropriations
i) Interim Dividend	-	-
ii) Proposed Dividend-Final	-	-
iii) Transfer to General Reserve	-	-
iv) Transitional Adjustment on Account of Depreciation	-	-
Closing Balance of P&L A/c	173.52	212.20
EARNING PER EQUITY SHARE (Face Value of Rs10 each) i) Basic ii) Diluted	(7.97) (7.97)	3.04 3.04

2. DIVIDEND

Your directors has not recommended any dividend for the financial year ended 31st March 2023.

3. TRANSFER TO RESERVES

The closing balance of the retained earning & Fair value of certain investments of the Company for FY 2023 after all appropriations and adjustments is 173.52 lacs

4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR Standalone

During the performance under review, the companys total revenue is Rs.3,18,715.54/- as against Rs. 21,82,915.29/- in the previous year, this reduction is due to decline in commission income .The company has booked loss of Rs 38,25,368.67/- this year in comparison of profit of Rs. 14,55,553.12/- in previous year is due to decline in commission income and sale of product and increase various expense.

5. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BECOME TO BE ITS SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

There is no change in the corporate structure of the Company.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

Promoters have signed the Share Purchase Agreement with M/s Santan Investment Advisors LLP, Mr. Mal linath Madineni and Mrs. Prathima Mallinath Madineni on 06th January 2023, which trigger open offer.

Date of opening of Open offer - 20th April 2023

Date of closing of Open Offer - 4th May 2023

This open offer wont affect the financial position of the company but may lead to change in management and control of the company.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no material orders passed by the regulators or courts or tribunal impacting the going concern status and companys operations in future.

8. DETAILS INRESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your directors are pleased to inform you that the companys internal financial controls are suitably designed to provide reasonable assurance that the companys financial statements are reliable and prepared in accordance with the provisions of law.

9. STATEMENT REGARDING SECRETARIAL STANDARDS

Secretarial Standards (SS) During the financial year, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively.

10. DEPOSITS

The company has never accepted any deposits and as such absolves itself of any compliance in this behalf.

11. AUDITORS

• Statutory Auditor

M/s. Salarpuria & Partners, Chartered Accountants, Kolkata (Firm Registration No.: 302113E) appointed as Statutory Auditor of the Company to hold the office from the conclusion of the 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting of the Company to be held in the year 2 0 27 at such remuneration plus applicable taxes and reimbursement of out-of-pocket expenses in connection with the Audit as may be mutually agreed between the Board of Directors of the Company and the Auditors.

• Internal Auditor

In accordance with Section 138 of the Companies Act, 2013, M/s Kataruka & Co., Chartered Accountants of P-44, Rabindra Sarani, Kolkata - 700 001, Internal Auditors of the Company retires and are eligible for reappointment.

12. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 92(3) & Section 134(3)(a) of the Companies Act,2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, as amended from time to time, copy of the Annual Return can be accessed from the following link: http://PH Trading Ltd : Home (phtradinglimited.com).

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your company has no activity relating to conservation of energy and Technology absorption. The company does not have any foreign exchange earnings.

14. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

Company does not have any subsidiary

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

With the effect from 11th August 2023 (subject to shareholders approval) New Directors on board

Sl Director Name no.	DIN	Designation
1. Mr. Mallinath Madineni	01556784	Additional Executive cum Managing Director for 5yrs
2. Mrs. Prathima Mallinath Madineni	06365444	Additional Non-Executive, Non- Independent Director
3. Mr. Bhavesh Prabhudas Vora	06814823	Additional Non-Executive, Independent Director for 5 yrs
4. Mr. Ajay Suresh Yadav	098417145	Additional Non-Executive, Independent Director for 5 yrs

Resignation

Sl Director Name no.	DIN	Designation
1. Mr. Amar Chand Agarwal	00651225	Non- Executive, Independent Director
2. Mrs. Arati Trivedi	07139880	Non- Executive, Independent Director
3. Mr. Ashok Kumar Jhanwar	01578623	Non- Executive, Independent Director
4. Mr. Tushar S. Dave	00659965	Executive Director & C.E.O

Mr. Ram Deo Agarwala resigned from the post of Chief Financial Officer w.e.f 31st July 2023. The Board sincerely appreciates your association with the Company and the support which you have rendered during your tenure.

Brief Profile of new directors are given in the notice of the 41st annual general meeting.

B) Retirement by Rotation

Mr. Avishek Himatsingka (DIN: 00613082) director liable to retire by rotation, retired from the Board this year and being eligible, has offered himself for re-appointment.

Brief details of Mr. Avishek Himatsingka are given in the notice of the 41st annual general meeting.

C) Declaration by an Independent Director(s) and re- appointment, if any

Pursuant to Section 149(7) of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, your Company has received declarations from all the Independent Directors confirming that they meet the Criteria of Independence as laid down under Section149(6) of the Act and the Rules made there under.

D) Formal Annual Evaluation

Time to time board of directors evaluate their own performance through comparison with each other and take decisions of evaluation on annual basis.

16. BOARD MEETINGS

7 (Seven) Board Meetings were held during the Financial Year 2022-23. The intervening period between the two board meetings was well within the gap of four months prescribed under Regulation 17(2) of the Listing Regulations and the Companies Act, 2013.

The details of the Board Meeting are as under:-

Sl. No.	Dates	Board Strength	No. of Directors present
1.	29/04/2022	6	5
2.	24/05/2022	6	6
3.	17/06/2022	6	6
4.	13/08/2022	6	6
5.	14/11/2022	6	6
6.	10/02/2023	6	6
7.	01/03/2023	6	4

17. MEETING OF SHAREHOLDERS

Annual General The Annual General Meeting (AGM) of the Company will be held at the Registered

Meeting (2023) Office of the Company situated at 113, Park Street, Poddar Point, Kolkata - 700 016 on

Saturday, 30th September 2023 at 4.00 pm

Financial Calendar 1st April 2022 to 31st March 2023

18. AUDIT COMMITTEE

In terms of Regulation 18 of the Listing Regulations and Section 177 of the Companies Act 2013, the Board of Directors of the Company has constituted an Audit Committee of four Directors out of which three directors are Non-Executive and Independent Directors. The composition of Audit Committee, as on 31st March 2023 comprised of:

Name	Designation	Category
Amar Chand Agarwal	Chairman	Independent Director
Ashok Kumar Rameshwar Lal Jhanwar	Director	Independent Director
Arati Trivedi	Director	Independent Director
Prakash Chandra Himatsingka	Director	Executive Director

Attendance of the members of the Audit Committee Meetings:

During the current Financial Year 2020-23, the Audit Committee met 4 (four) times which is stated as follows:

Sl. No.	Dates	Committee Strength	No. of Directors Present
1.	24/05/2022	4	3
2.	13/08/2022	4	4
3.	14/11/2022	4	4
4.	10/02/2023	4	4

The minutes of the meeting of the Audit Committee are circulated to all the Member of the Board along with the agenda.

a. The Audit Committee has the following powers

1. To investigate any activity within its terms of reference

2. To seek information from any employee

3. To obtain outside legal or other professional advice

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

b. The role of Audit Committee includes the following:

The role of the Audit committee includes the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to.

(i) Matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of Clause (C) of sub section 3 of Section 134 of the Companies Act 2013.

(ii) Changes, if any, in accounting policies and practices and reasons for the same.

(iii) Major accounting entries involving estimates based on the exercise of judgment by management.

(iv) Significant adjustments made in the financial statements arising out of audit findings.

(v) Compliance with listing and other legal requirements relating to financial statements.

(vi) Disclosure of any related party transactions and

(vii) Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process.

8. Approval of any subsequent modification of transactions of the company with related parties; Explanation.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of Statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department. staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors of any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. Reviewing the functioning of the Whistle Blower mechanism.

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted to formulate and recommend to the Board all elements of the Remuneration package of Directors, including perquisites payable to Directors.

In terms of Regulation 19 of the Listing Regulations and Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted this Committee comprising Three Non-Executive and Independent Directors and One Executive Director. The composition of Nomination &Remuneration Committee as on 31st March 2023 is as follows:

Name	Designation	Category
Amar Chand Agarwal	Chairman	Independent Director
Ashok Kumar Rameshwar Lal Jhanwar	Director	Independent Director
Arati Trivedi	Director	Independent Director
Prakash Chandra Himatsingka	Director	Executive Director

Nomination and remuneration committee takes the decision i.e. by mutual consent, discussion, interview, awareness program etc.

Attendance of the members of the Nomination and Remuneration Committee:

During the current Financial Year 2022-23, one Nomination and Remuneration Committee was held and the details of the meetings is as follows:

Sl. No. Dates	Committee Strength	No. of directors present
1. 10/02/2023	4	4

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition, Name of the Member and the Chairman

In terms of Regulation 20 of the Listing Regulations and Section178 (5) of the Companies Act, 2013, the Company has duly constituted the Stakeholders Relationship Committee with four members out of which two are Executive Directors and two are Non-Executive Independent Directors, where the Non-Executive Independent Director is the Chairperson.

The composition of Stakeholders Relationship Committee as on 31st March 2023 is as follows:

Name	Designation	Category
Amar Chand Agarwal	Chairman	Independent Director
Prakash Chandra Himatsingka	Member	Executive Director
AvishekHimatsingka	Member	Executive Director
Ashok Kumar Rameshwar Lal Jhanwar	Member	Independent Director

Shareholders Complaints Status:

Opening	Nil
Number of shareholders complaints received during the year under review	Nil
Number of complaints not resolved to the satisfaction of shareholders	Nil
Number of pending share transfer applications on 31 March. 2023	Nil

Name and Designation of Compliance Officer:

Smt. Vritti Todi Choudhary is the Compliance Officer of the Company.

21. DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil through which concerned persons [directors, employees and business associates] may report unethical behavior, malpractices, wrongful conduct etc., without fear of reprisal. The Company has set up a Direct Touch Initiative, under which all directors, employees/ business associates have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, malpractices, wrongful conduct, actual or suspected fraud or violation of policies. • Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The above mechanism has been appropriately communicated. The Company Secretary of the Company ensures compliance with the relevant provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to the extent applicable. It was also confirmed that no personnel has been denied access to the Audit Committee.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDAR)

In accordance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion & Analysis Report forms a part of this Annual Report and is enclosed herewith as Annexure-A.

23. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particular of loans guarantees and investments as per section 186 of the Act by the Company have been disclosed in the financial statements.

Company has complied with section of 186 & 185 of the Companies Act 2013.

24. PARTICULARS OF CONTACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related parties transactions were entered by the company in ordinary course of business and were in arms length basis the company present all related parties transactions before the board specifying the nature, value and term and conditions of transaction. Transaction of the related parties are conducted in a transparent manner with the interest of the company and stakeholders as utmost priority.

Details provided in AOC-2 Annexure-B with this report

25. MANAGERIAL REMUNERATION

Name	Category	Salary and perqui- site(Rs)	Sitting fee(Rs) per meeting	Total(Rs)
Avishek Himatsingka	Promoter, Executive Director	Nil	250	1750
Amar Chand Agarwal	Non Executive Independent Director	Nil	250	1750
Ashok Kumar Rameshwar Lal Jhanwar	Non Executive Independent Director	Nil	250	1250
Arati Trivedi	Non Executive Independent Director	Nil	250	1500
Tushar Suresh Dave	Executive Director, C.E.O	295400	250	297150

Mr. Mallinath Madineni appointed as Managing Director w.e.f August 11,2023 with no remuneration proposed. Information in accordance with Schedule V of Companies Act, 2013:

I. GENERAL INFORMATION:

01.	Nature of Industry	Trading in Chemicals
02	Date or expected date of commencement of commercial	N/A
03	In case of new companies, expected date of commencement of business activities as per project approved by financial institutions appearing in the prospects.	N/a
04	Financial performance based on given indicator	Particulars	2022-2023	2021-2022	2020-2021
		Turnover	N/A	N/A	N/A
		Net profit / (loss) after Tax	N/A	N/A	N/A
05	Foreign investments or collaborations, if any	No such collaborations

 

INFORMATION ABOUT THE APPOINTEE	Background details	He has completed his masters degree in Management from Gulbarga University. He has an experience of 26 years in the field of Corporate and Financial Advisory.
02	Past remuneration	No remuneration its a fresh appointment
03	Recognition or awards	No
04	Job profile and his suitability	The Managing Director shall have the substantial powers of the management of the affairs of the Company, subject to superintendence, control and direction of the Board and shall be in the overall charge of the functioning of the Company, including, inter-alia, handling of the day-to-day business of the Company, appointment and termination of senior employees of the Company, acting on behalf of the Board and/or the Company and perform all the duties delegated to him by the Board by way of a General Power of Attorney or otherwise and which can be delegated to him from time to time in the future.
05	Remuneration proposed	No remuneration
06	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person	No remuneration proposed
07	Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any	Husband of new director appointed Mrs. Pratimam Mallinath Madineni.

Details relating to employee as follows:- Name Salary (P.M.)

Mrs. CS Vritti Todi Choudhary Rs. 161000/-

During the year under review , the non-executive directors of the Company had no pecuniary relationship or transactions with the Company , other than setting fees, if any and reimbursement of expenses incurred by them for the purpose of attending meeting of the Board /Committee of the Company.

26. SECRETARIAL AUDIT REPORT

The Board has appointed M/s S.K. Kabra& Associates to conduct Secretarial Audit for the financial year ended March 31, 2023. The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 is Annexed C to this report. The Secretarial Auditors report does not contain any qualifications, reservations or adverse remarks.

27. BOARDS COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

•Statutory Auditors

The Statutory Auditors report does not contain any qualifications, reservations or adverse remarks.

•Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2022-23 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

28. CORPORATE SOCIAL RESPONSIBILITY POLICY OF THE COMPANY

As per the provisions of Section 135 of the companies Act 2013 is not applicable upon the company.

29. ENVIRONMENT AND SAFETY

The company is conscious of clean environment and safe operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources.

30. RISK MANAGEMENT POLICY

As required by the sexual Harassment of women at workplace (Prevention, prohibition &Redressal) Act 2013, the company has an internal policy on prevention of sexual harassment at workplace with mechanism of lodging complaints. During the year under review, no complaints were reported to the board.

31. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

Proceedings under Insolvency and Bankruptcy Code 2016 No application was made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

32. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. VOTING THORUGH ELECTONIC MEANS

Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with the rules made thereunder and Regulation 44 of the SEBI Listing Regulations, 2015, your Company has taken necessary steps to make available the facility provide to its members the facility to exercise their right to vote by Electronic means.

34. LISTING OF SHARES

During the period under review the Shares of the company are listed on Bombay Stock Exchange Limited (BSE Ltd).

Company has applied for Voluntary delisting of shares with The Calcutta Stock Exchange Limited without giving an exit option to shareholders in terms of regulations 6(a) and 7 of SEBI (Delisting of Equity Shares) Regulations, 2009. Same has been approved w.e.f 07/07/2021.

35. ADDITIONAL DISCLOSURES PURSUANT TO SEBI (LODR) REGULATIONS, 2015 • MEANS OF COMMUNICATION

The quarterly/half-yearly/annual financial results are published in accordance with Regulation 47 of the Listing Regulations in one English language national daily newspaper circulating in the whole or substantially the whole of India and onedaily newspaper published in the Bengali language. The quarterly/ half-yearly/annual financial results are also displayed on the Companys website, viz., http://phtradinglimited.com.

The company shall intimate and publish the results, shareholding pattern etc. as per the Listing Regulations, subsequent to the listing of the company.

• GENERAL SHAREHOLDERS INFORMATION

a) Annual General Meeting

Annual General Meeting (2023)	The Annual General Meeting (AGM) of the Company will be held at the Registered Office of the Company situated at 113, Park Street, Poddar Point, Kolkata - 700 016 on Saturday, 30th September 2023 at 4.00 pm
Financial Calendar	1st April 2022 to 31st March 2023
Dividend Payment Date	No Dividend declared during the Financial Year
Listing on Stock Exchange and Stock Code	The Companys shares are listed on: 1. BSE Limited (Stock Code: 512026) Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda, Fort, Mumbai, Maharashtra - 400 001
Payment of Annual Listing Fees	BSE - Rs. 3,54,000/- ( 25-04-2022)
ISIN No for CDSL	INE603D01017
ISIN No for NSDL	INE603D01017
Share Transfer System	The Company has appointed Registrar and Shareholder Transfer Agent to monitor the share transfer
Registrar and Share Transfer Agent	Niche Technologies Private Limited 3A, Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata - 700 017, West Bengal Tel:- +91 33 2235 7270 / 2235 7271 , Fax:- +91 33 22156823

• Distribution of Shareholding as at 31st March, 2023

• According to Category of Holding:

Shareholders	As on 31st March, 2023		As on 31st March, 2022
	No. of Shares	%	No. of Shares	%
Promoters	314950	65.61	314950	65.61
Financial Institutions	-	-	-	-
Private Corporate Bodies (Excluding Promoters)	-	-	-	--
Public	165050	34.39	165050	34.39
Total	480000	100.00	480000	100.00

Dematerialisation of shares:

As stated earlier, the Company shares are listed on the Stock Exchange. As per the SEBI notifications, trading in Companys shares has been made compulsorily in dematerialized form w.e.f. 26th December, 2000 and Companys Registrar & Transfer Agent have established connectivity with NSDL & CDSL and the process of getting shares converted to equity and tradable is under process. The shares held by Promoters and Promoter Group are in dematerialized form. Subsequent to the IPO, all trading in equity shares is permitted only in dematerialized form, as per notification issued by SEBI.

• OTHER DISCLOSURES

(i) Related-Party Transactions:

Material ly-significant related party transactions with the Promoters, the Directors, the management or their relatives that may have potential conflict with the Interest of the Company at large, re disclosed in the Notes to the Accounts.

There have been no penalties or strictures imposed on the Companies by the stock exchanges, SEBI or any statutory authority on any matter related to capital markets during the last three years.

(ii) Details of Non- Compliances

There are no non-compliance by the Company and no penalties or strictures have imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years.

(iii) Whistle-Blower Policy

The Company Promoters ethical behavior in all the business activities and has put in place or mechanism for reporting illegal and unethical behavior Employees are free to report violations of law, rules, regulations or unethical conduct to their immediate superior / notified person. The Directors and senior management are obliged to maintain confidentiality of such reporting and ensure that the whistle-blowers are not subjected to any discriminatory practices.

(vi) Certificate from Practising Company Secretary regarding non-disqualification of appointed or continuing directors

The Company has duly received a certificate from Mr. Shailesh Kumar Kabra, Practising Company Secretary, stating that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.( Annexure - D)

(vii) Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, no complaints of sexual harassment were filed, disposed off or pending.

(viii) Disclosure of Accounting Treatment

In the preparation of Financial Statement, the Accounting Standards referred to in Section 133 of Companies Act, 2013have been followed. The significant accounting policies which have been applied are set out in the Notes to the Financial Statement.

(ix) Total fees for all services paid to the Statutory Auditor

The amount paid to M/s. Salarpuria& Partners, as Statutory Audit fees is Rs. 30,000/-

(x) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7a)

No preferential allotment was made by the Company during the financial year under review.

36. ACKNOWLEDGEMENT

We acknowledge the contribution of all staff members without whose help, cooperation and hard work the Company would not have been able to achieve the results.

For and on behalf of the Board of PH Trading Limited

Prakash Chandra Himatsingka	Avishek Himatsingka
(Director)	(Director)
DIN :00613105	DIN:00613082
Place: Kolkata
Dated:11th August, 2023