Pankaj Piyush Director Discussions


For the Financial Year Ended 31st March 2023

Your Board of Directors present the Companys Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March 2023.

FINANCIAL SUMMARY AND HIGHLIGHTS

Particulars For the year ended 31st March, 2023 For the year ended 31st March, 2022
(Rs. In 000s) (Rs. In 000s)
Sales & Other Income 37458.96 20416.10
Operating profit before providing for interest & Depreciation (112.39) (99.72)
Less: Interest 0 0
Change in inventories of finished goods 34141.80 (2752.17)
Employee benefits expenses 2235.55 4370.68
Depreciation and amortization expenses 139.54 147.01
Other Expenses 1194 4675.57
Total Expenses 37710.89 20662.83
Profit before tax (251.93) (246.73)
Less: Tax Expenses 274.85 215.89
Profit after tax (526.78) (462.62)
Other Comprehensive Income 0 0
Total Comprehensive Income/(Loss) for the Year (526.78) (462.62)
Earning per Shares (Basic) (1.32) (1.16)
Earning per Shares (Diluted (1.32) (1.16)

State of Company Affairs as on March 31, 2023

The Company is engaged to carry on the activity of investment, invest the capital and other amounts of money of the Company in the purchase or upon the security of shares, stocks, units, debentures, debenture-stock, bonds, mortgages, obligation and securities issued or guaranteed by any company, corporation or undertaking, whether incorporated or otherwise, and where-so ever constituted or carrying on business and to buy, sell or otherwise deal in, shares, stocks, debentures, debenture-stock, bonds, notes mortgages, obligation and other securities issued or guaranteed by any government, sovereign ruler, commissioners, trust municipal, local or other authority or body in India or abroad. Company is also involved in wholesale trading business of fabrics and garments.

During the financial year 2022-23 total revenue collected by the company is Rs. 37,458,960.00/- as against Rs. 2,04,16,100.00/- in the previous year. The company has incurred a net loss of Rs. (5,26,778.00/-) as compared to net loss of Rs. (4,62,613.00/-) in the previous year. Barring unforeseen circumstances, your company will perform better in the current year.

Dividend & Transfer to Reserves

The Board of your company to maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2022-23. The Board assures you to present a much strong financial statements in the years to come.

During the year under review, your Company has not transferred any amount to General Reserve.

Changes In the Nature of Business

During the year under review, there is no change in the nature of business of the Company.

Material changes & commitments occurring after the end of financial year

No material changes and/or commitments affecting the financial position of the Company had occurred between the end of the financial year to which the attached financial statements relate to and upto the date of this report.

Internal Financial Controls

Your Company has a system in place to ensure that financial and operational information is recorded properly and that it complies with all internal controls, regulations, and statutes. The internal financial control systems and procedures are appropriate for the Companys size and type of business. The goal of these procedures is to ensure the efficient use and protection of the Companys resources, the accuracy of financial reporting, and compliance with statutes and Company procedures. The existing system ensures the orderly and efficient conduct of business, including adherence to Company policies, the protection of assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial information. There were no instances of fraud during the year under review.

Your Company has adequate internal financial controls in place with respect to the financial statements. These controls were tested during the year and no material weaknesses in design or operation were found. The internal financial control systems and procedures and their effectiveness are audited and reviewed on a regular basis and monitored by the Audit Committee of the Board of Directors of the Company on a periodic basis.

Public Deposits

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the rules framed thereunder.

Auditors

A) Statutory Auditor

Your Companys Statutory Auditor i.e., M/s Ajay Rattan & Co, Chartered Accountants were appointed at the 40th Annual General Meeting held on 29th September, 2022 and shall hold office until the conclusion of the 45th Annual General Meeting, pursuant to section 139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

Auditors Report

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Auditors Report does not contain any qualifications, reservation or adverse remark or disclaimer. The Auditors report is enclosed with the financial statements in this Auditors Report.

b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, M/s Sumit Bajaj & Associates, Company Secretaries in practice (ACS No: 45042, CP No: 23948), was appointed as the Secretarial Auditor of the Company for the year 2022-2023.

Secretarial Audit

The report of the Secretarial Auditor in the prescribed form no. MR 3 is enclosed along with Directors Report.

c) Internal Auditor

M/s Anil Hariram Gupta & Co, Chartered Accountants, is appointed as Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2022-23, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of the internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly, implementation has been carried out by the Company.

There are no qualifications, reservations, or adverse remarks made by Internal Auditors in their Report during the Financial Year 2022-23.

d) Cost Auditors

Your Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

Share Capital

The Authorized Share Capital of the Company is Rs. 21,00,00,000/- (Rupees Twenty-One Crores Only) divided into 1,90,00,000 (One Crores Ninety Lakhs) Equity Shares of 10/- (Rupees Ten Only) and 20,00,000 (Twenty Lakhs) Preference shares of 10/- (Rupees Ten Only). During the year under review, there was no change in the Authorized Share Capital of the Company.

The Paid-up Equity Share Capital of the Company is Rs. 40,00,000/-(Rupees Forty Lakhs Only) divided into 4,00,000 (Four Lakhs) Equity Shares of 10/- (Rupees Ten Only).

During the year under review there is no Change in the Paid-up Share Capital of the Company.

Extract of Annual Return

As per the requirements of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, the annual return in form MGT-7 for FY 2022-2023 is uploaded on the website of the Company and the same is available on https://pptinvestment.in/shareholder-info/

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the long-term sustainability goals, Your Company has adopted a triple bottom line approach that focuses on economic, environmental, and social returns. This approach has heightened the Companys environmental consciousness, leading to a commitment to minimize carbon footprint and greenhouse effects. While the Companys operations may not be energy-intensive, the management recognizes the importance of energy conservation at all levels and seeks to utilize alternative energy sources. Strict norms are followed to conserve energy, and the Company is dedicated to maintaining an eco-friendly environment within the company.

Your Company does not currently have any Technology Agreement.

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith Directors Report in Annexure - III.

Business Responsibility Report

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top five hundred (500) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 500 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

Management Discussion & Analysis Reports

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Directors Report.

Statutory & legal matters

There has been no significant and/or material order(s) passed by any regulators/Courts/Tribunals impacting the going concern status and the Companys operations in future.

Corporate Social Responsibility (CSR)

During the year under review, your Company does not touch the threshold limit as per the provisions of Section 135 of the Companies Act,2013, accordingly the Company does not require to meet out the Compliance requirement as stipulated under Section 135 of the Companies Act, 2013.

Directors

Appointment/Re-Appointment/Cessation

Mr. Anshul Sakuja (Din: 09765150), Non-Executive Non-Independent Director, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible seeks re-appointment.

In compliance with Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the particulars of Mr. Anshul Sakuja (Din: 09765150), is mentioned in the Annexure - A to the Notice convening the 41st Annual General Meeting of the Company.

The Company on the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 21st November, 2022 have approved the appointment of Mr. Amit Grover as the Additional Director (Managing Director) of the Company, with effect from 21st November, 2022, subject to the approval of shareholders at the 41st General Meeting of the Company.

The Company was also in receipt of the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 21st November, 2022, have approved the appointment of Mr. Prateek Kumar as the Additional Director (Independent) with effect from 21st November, 2022 on the Board of the Company, subject to the approval of shareholders at the 41st General Meeting of the Company.

The Company was also in receipt of the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 21st November, 2022, have approved the appointment of Mrs. Anupma Kashyap as the Additional Director (Independent) of the Company, with effect from 21st November, 2022, on the Board of the Company, subject to the approval of shareholders at the 41st General Meeting of the Company.

The Company was also in receipt of the recommendation of the Nomination and Remuneration and Audit Committee of the Company, Mr. Anshul Sakuja and appointed him as Additional Director (Executive) wef 21st November, 2022 by the Board at its meeting held on 21st November, 2022. On Board Meeting conducted on 14th February, 2023, he conveyed his intention to step down as an Executive Director since he is not able to devote full time service to us, effective from 14th February, 2023, however, he consented to continue as Additional Director (Non-Executive Non-Independent) of the Company. His regularization will be done in the 41st AGM. The Board of Directors in its meeting held on February 14th, 2023 approved his continued association as a Non-Executive Non-Independent Director with effect from 14th February, 2023 on the Board of the Company, subject to the approval of shareholders at the ensuing General Meeting of the Company and taken on record for his contribution to the Company in the executive category.

The Company on the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 14th February, 2023, have approved the appointment of Mr. Sagar Khurana as the Additional Director (Executive) of the Company, with effect from 15th February 2023 on the Board of the Company, subject to the approval of shareholders at the 41st General Meeting of the Company.

Mr. Santosh Kumar Kushawaha has completed his term as an Independent Director on September 26, 2022 and consequently retired/ceased to be a Director of the Company with effect from end of day on September 26, 2022. The Board of Directors and the Management of the Company place on record their deep appreciation for the contributions made by Mr. Santosh Kumar Kushawaha during his association with the Company over the years.

Mr. Vinod Kumar Bansal tendered his resignation from the Managing Director of Company vide letter dated 21st November, 2022 due to personal reasons. But he still continued to be the promoter of the Company holding 15% shares (60,000 Shares) of the Company.

Mrs. Khusboo Agarwal tendered her resignation from the post of Independent Director of the Company vide letter dated 21st November, 2022 due to personal reasons. She has also confirmed that there is no other material reason for the resignation, other than, as stated above, and the same was noted by the Board.

Mrs. Renu Kathuria tendered her resignation from the post of Independent Director of the Company vide letter dated 21st November, 2022 due to personal reasons. She has also confirmed that there is no other material reason for the resignation, other than, as stated above, and the same was noted by the Board.

Mrs. Shweta Gupta tendered her resignation from the post of Non-Executive Director Non-Independent Director of the Company wef from 14th February, 2023 at its meeting held on 14th February, 2023 as she was unable to devote sufficient time due to her personal busy schedule with other businesses.

Mr. Neeraj Kumar Singh tendered his resignation from the post of Executive Director of the Company wef from 14th February, 2023 as he was unable to devote sufficient time due to due to personal commitments and other pre-occupations.

The Board places on record its sincere appreciation for the immense contribution made by Mr. Santosh Kumar Kushawaha, Mr. Vinod Kumar Bansal, Mrs. Khushboo Agarwal, Mrs. Renu Kathuria, Mrs. Shweta Gupta, and Mr. Neeraj Kumar Singh towards the growth and development of your Company.

Composition of the Board

The composition of your Companys Board adheres to the requirements set forth in the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (Listing Regulations), and the Articles of Association. The Board is appropriately structured, incorporating a diverse range of expertise, knowledge, and experience that aligns with the Companys operations.

As of March 31, 2023, the Board of Directors consisted of five members, with three being Non-Executive and two being Executive Directors. The Chairperson of the Board is a Non-Executive Non Independent Director. The Managing Director and Executive Director are Executive Directors on the Board of Directors of the Company. Furthermore, the Board comprises two Independent Directors, including one-woman Independent Director.

All the Directors are distinguished individuals selected from various fields such as business, industry, finance, law, and administration, bringing valuable expertise to the table.

Meetings

Seven meetings of the Board of Directors were held during the financial year ended 31st March, 2023. These were held on: (i) 30.05.2022 (ii) 12.08.2022 (iii) 03.09.2022 & (iv) 27.09.2022 (v) 12.11.2022 (vi) 21.11.2023 & (vii) 14.02.2023 respectively.

The details of the attendance of the directors in the meetings held during the Financial year 2022-2023 are mentioned hereinbelow:

SL. No NAMES OF DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

30.05.2022 12.08.2022 03.09.2022 27.09.2022 12.11.2022 21.11.2022 14.02.2023
1 Mr. Vinod Kumar Bansal(DIN: 00243709) Y Y Y Y Y Y NA
2 Mr. Amit Grover (DIN: 09765198) NA NA NA NA NA NA Y
3 Mr. Sagar Khurana (DIN: 07691118) NA NA NA NA NA NA NA
4 Mr. Neeraj Kumar Singh (DIN: 07452949) Y Y Y Y Y Y Y
5 Mr. Anshul Sakuja (DIN: 09765150) NA NA NA NA NA NA Y
6 Mrs. Shweta Gupta (DIN: 07452923) Y Y Y Y Y Y Y
7 Mr. Prateek Kumar (DIN: 02923372) NA NA NA NA NA NA Y
8 Mrs. Anupma Kashyap (DIN: 09720124) NA NA NA NA NA NA Y
9 Mrs. Khushboo Agarwal (DIN: 06792261) Y Y Y Y Y Y NA
10 Mrs. Renu Kathuria (DIN: 09726096) NA NA NA Y Y Y NA
11 Mr. Santosh Kumar Kushawaha (DIN: 02994228) Y Y Y Y NA NA NA

(Y=Attended, N=Absent, NA=Not Applicabe)

Notes:

1. The Company on the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 21st November, 2022 have approved the appointment of Mr. Amit Grover as the Additional Director (Managing Director) of the Company, with effect from 21st November, 2022, subject to the approval of shareholders at the 41st General Meeting of the Company.

2. The Company was also in receipt of the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 21st November, 2022, have approved the appointment of Mr. Prateek Kumar as the Additional Director (Independent) with effect from 21st November, 2022 on the Board of the Company, subject to the approval of shareholders at the 41st General Meeting of the Company.

3. The Company was also in receipt of the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 21st November, 2022, have approved the appointment of Mrs. Anupma Kashyap as the Additional Director (Independent) of the Company, with effect from 21st November, 2022, on the Board of the Company, subject to the approval of shareholders at the 41st General Meeting of the Company.

4. The Company was also in receipt of the recommendation of the Nomination and Remuneration and Audit Committee of the Company, Mr. Anshul Sakuja and appointed him as Additional Director (Executive) wef 21st November, 2022 by the Board at its meeting held on 21st November, 2022. On Board Meeting conducted on 14th February, 2023, he conveyed his intention to step down as an Executive Director since he is not able to devote full time service to us, effective from 14th February, 2023, however, he consented to continue as Additional Director (Non-Executive Non-Independent) of the Company. His regularization will be done in the 41st AGM. The Board of Directors in its meeting held on February 14th, 2023 approved his continued association as a Non-Executive Non-Independent Director with effect from 14th February, 2023 on the Board of the Company, subject to the approval of shareholders at the ensuing General Meeting of the Company and taken on record for his contribution to the Company in the executive category.

5. The Company on the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Company, the Board of Directors, at their meeting held on 14th February, 2023, have approved the appointment of Mr. Sagar Khurana as the Additional Director (Executive) of the Company, with effect from 15th February 2023 on the Board of the Company, subject to the approval of shareholders at the 41st General Meeting of the Company.

6. Mr. Santosh Kumar Kushawaha has completed his term as an Independent Director on September 26, 2022 and consequently retired/ceased to be a Director of the Company with effect from end of day on September 26, 2022. The Board of Directors and the Management of the Company place on record their deep appreciation for the contributions made by Mr. Santosh Kumar Kushawaha during his association with the Company over the years.

7. Mr. Vinod Kumar Bansal tendered his resignation from the Managing Director of Company vide letter dated 21st November, 2022 due to personal reasons. But he still continued to be the promoter of the Company holding 15% shares (60,000 Shares) of the Company.

8. Mrs. Khusboo Agarwal tendered her resignation from the post of Independent Director of the Company vide letter dated 21st November, 2022 due to personal reasons. She has also confirmed that there is no other material reason for the resignation, other than, as stated above, and the same was noted by the Board.

9. Mrs. Renu Kathuria tendered her resignation from the post of Independent Director of the Company vide letter dated 21st November, 2022 due to personal reasons. She has also confirmed that there is no other material reason for the resignation, other than, as stated above, and the same was noted by the Board.

10. Mrs. Shweta Gupta tendered her resignation from the post of Non-Executive Director NonIndependent Director of the Company wef from 14th February, 2023 at its meeting held on 14th February, 2023 as she was unable to devote sufficient time due to her personal busy schedule with other businesses.

11. Mr. Neeraj Kumar Singh tendered his resignation from the post of Executive Director of the Company wef from 14th February, 2023 as he was unable to devote sufficient time due to due to personal commitments and other pre-occupations.

12. The Board places on record its sincere appreciation for the immense contribution made by Mr. Santosh Kumar Kushawaha, Mr. Vinod Kumar Bansal, Mrs. Khushboo Agarwal, Mrs. Renu Kathuria, Mrs. Shweta Gupta, and Mr. Neeraj Kumar Singh towards the growth and development of your Company.

Committees of the Board

As on March 31, 2023, the Board had five committees: the Audit committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. A majority of the committees consists entirely of Independent Directors. During the year, all recommendations made by the committees were approved by the Board and the list of Committee members is available on the website of our Company i.e., https://pptinvestment.in/wp-content/uploads/2023/04/Composition-of- Committees.pdf

The details of the attendance of the Directors in the Committee meetings held during the Financial year 2022-23 are mentioned hereinbelow:-

SL. NAMES OF DIRECTORS

AC *1

NRC*2

SRC*3

NO Held Attended Held Attended Held Attended
1. Khushboo Agarwal (Resigned wef 21.11.2022) 5 4 3 2 2 2
2. Santosh Kumar Kushawaha (Tenure completed wef 26.09.2022) 5 4 3 2 2 2
3. Shweta Gupta (Resigned wef 14.02.2023) 5 5 3 3 NA NA
4. Renu Kathuria (Resigned wef 21.11.2022) 5 1 3 2 2 0
5. Prateek Kumar (Appointed wef 21.11.2022) 5 1 3 1 2 0
6. Anupma Kashyap (Appointed wef 21.11.2022) 5 1 3 1 2 0
7. *Anshul Sakuja 5 0 3 0 NA NA
8. Neeraj Kumar Singh (resigned wef 14.02.2023) NA NA NA NA 2 2
9. Sagar Khurana (appointed wef 15.02.2023) NA NA NA NA 2 0

*Mr. Anshul Sakuja conveyed his intention to step down as an Executive Director since he is not able to devote full time service to us, effective from 14.02.2023, however, consented to continue as Non-Executive Director of the Company.

Y=Attended, N=Absent, NA= Not a Member]

(AC*1 = Audit Committee, NRC*2 = Nomination & Remuneration Committee, SRC*3 = Stakeholders

Relationship Committee.)

Notes:

1. Mr. Vinod Kumar Bansal and Mr. Amit Grover are/were not on any of the Committees of the Board.

Key Managerial Personnel

The following were designated as whole-time key managerial personnel as required under section 203 of the Companies Act, 2013 by the Board of Directors during the year under review:

a. Mr. Vinod Bansal, (DIN: 00243709) resigned from the post of Managing Director wef November 21, 2022.

b. Mr. Amit Grover, (DIN: 09765198) was appointed as an additional director in the category of Managing Director.

c. Ms. Kanika Arora (Membership No. A - 52307) resigned from the post of Company Secretary and Compliance Officer wef April 30, 2022.

d. Mr. Sandeep Kumar (Membership No. A - 34263) was appointed on the post of Company Secretary and Compliance Officer wef May 30, 2022.

e. Mr. Sandeep Kumar (Membership No. A - 34263) resigned from the post of Company Secretary wef November 21, 2022.

f. Ms. Sakshi Chandna (Membership No. A - 69450) was appointed on the post of Company Secretary and Compliance Officer wef November 21, 2022.

g. Ms. Usha Sharma resigned from the post of Chief Financial Officer wef February 14, 2023.

h. Mr. Lakshay was appointed on the post of Chief Financial Officer wef February 15, 2023. Declaration by Independent Directors

Mr. Prateek Kumar, Mrs. Anupma Kashyap, Mrs. Khushboo Agarwal, and, Mrs. Renu Kathuria, Independent Directors of the Company have confirmed that they meet the criteria of Independent Directorship as laid down in section 149(6) of the Companies Act, 2013 and the rules made thereunder read with Regulations 16(1)(b) & 25(8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 and the same have been noted by the Board.

Performance Evaluation

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013.

According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors was held on 06.03.2023, to inter alia, review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and NonExecutive Directors; assessing the quality, quantity and timeliness of flow of information between the Company management and the Board and also to review the overall performance of the Board.

The key objectives of the Board Evaluation process were to ensure that the Board & various Committees of the Board have appropriate composition of Directors and they have been functioning to achieve common business goals of Your Company.

The Directors carried out the performance evaluation in a confidential manner and provided their feedback on a rating scale. The performance evaluation feedback was collated and sent to the Chairman of Nomination & Remuneration Committee. The performance evaluation was discussed at a separate meeting of the Independent Directors held on 06.03.2023 and the summary of performance evaluation was later tabled at the Nomination & Remuneration Committee Meeting held on 30.05.2023.

The Nomination & Remuneration Committee forwarded their recommendation based on the inputs received on performance evaluation to the Board of Directors at its meeting held on 30.05.2023 and the Directors were satisfied by the constructive feedback obtained from their Board colleagues.

Deta ils Of Subsidiary/Joint Ventu re/ Associate Com panies

The company does not have any Subsidiary, Joint Venture, or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to the preparation of consolidated financial statements are not applicable.

Performance And Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies

The Company has no subsidiaries, Joint Venture Companies so there is no requirement of description of the performance of Subsidiaries and Joint Venture Companies.

Particulars of Loans, Guarantees or Investments

During the year under review, Your Company has given loan and advances as per the provisions of Section 186 of the Companies Act, 2013, please refer notes to accounts of the Financial Statements for the year 2022-2023.

Particulars of contracts or arrangements with Related parties

The Company has revised the policy on Related Party Transactions to include changes based on Companies (Meetings of Board and its Powers) Amendment Rules, 2021 and SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2022 and the revised policy was approved by the Board at its meeting held on May 27, 2022 and the same can be accessed on the Companys website at https://pptinvestment.in/wp-content/uploads/2023/02/7.Policy-on-dealing- with-related-party-transactions.pdf

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms Length Basis. All transactions entered into with related parties were approved by the Audit Committee. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 of the Company for the FY 2022-2023 is attached with the Director Report in the Annexure - I.

Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended March 31, 2023.

Corporate Governance

The Principles of good Corporate Governance as prescribed by the Listing Agreements of the relevant Stock Exchanges along with a Certificate of Compliance issued by a Practicing Company Secretary forms part of the Annual Report 2022-2023.

Particulars of Employees & Related disclosures

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - II.

Complaints received by the sexual Harassment Committee

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

There were nil complaints received during the year under review.

Risk Management & Mitigation

Considering the nature of the Companys services, a consistent awareness of the risks inherent in its business has been maintained. Various risks from different areas have been identified by the Company.

To ensure effective risk assessment and mitigation, the Company has implemented a comprehensive Risk Management Framework. This framework establishes procedures to keep the Board members informed about risk assessment and minimization processes. In consultation with functional heads, the Board regularly evaluates the risk management framework to identify, assess, and mitigate major areas of risk associated with the Companys operations. The Company has implemented suitable structures to inherently monitor and control risks. Ongoing reviews of risk identification, risk assessment, and risk treatment procedures are conducted across all functions of the Company. Both the Audit Committee and the Board consistently review the Risk Management Framework on a regular basis.

Prevention of Insider Trading

The company has a code of conduct for prevention of insider trading with a view to regulate trading in securities by the directors and certain designated employees of the company. The code requires preclearance for dealing in the 20 companys shares and prohibits the purchase or sale of company shares by the directors and designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board is responsible for implementation of the code. All board directors and the designated employees have confirmed compliance with the code.

Disclosure Of Relationship Between Director Inter -Se

None of the directors are related to each other.

Code Of Conduct

The board of directors has approved a code of conduct which is applicable to members of the board and all employees in the course of day-to-day business operations of the company. The code has been placed on the companys website www.pptinvestment.in The code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the board members and the senior management personnel have confirmed compliance with the code.

Directors Responsibility Statement

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2023 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present Companys financial condition and results of operations.

Your Directors further confirm 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 as at 31.03.2023 and of the Profit of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care 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 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.

Human Resources

The HRM team has played a crucial role in effectively managing the Companys human capital, prioritizing talent recruitment, development, and retention for organizational growth and strategic objectives. Efforts were focused on creating a positive work environment and enhancing employee well-being, and work-life balance through initiatives like employee engagement and wellness programs. Training and development programs were given importance to upskill the workforce. The team also addressed employee concerns, ensured compliance with labour laws, and maintained healthy employee relations. As on 31st March, 2023 number of people employed by the Company has 8 employees. The IR situation continues to be peaceful.

Nomination and remuneration policy

Based on the Nomination and Remuneration Committees recommendation, the Board has established a policy for the selection and appointment of Directors, senior management personnel, and their respective remuneration. The remuneration policy, along with the information regarding the remuneration paid during the year, is provided in the corporate governance section of the annual report.

The Companys Nomination and remuneration policy is formulated in accordance with Section 178 of the Act read with Regulation 19(4) of the Listing Regulations can be accessed on the Company website at the following link https://pptinvestment.in/shareholder-info/

Postal Ballot

Listed Companies are required to ensure that the approval of shareholders for appointment/re- appointment of a Director on the Board of Directors of the Company is taken at the next annual general meeting or within a time period of three months, whichever is earlier, from the date of appointment.

To expedite the process of seeking approval of the shareholders, the Company opted for a Postal Ballot in compliance with the requirements of the Companies Act, 2013 and also provided electronic voting (e-voting) facility to all its members in compliance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules.

During the year under review, no Postal Ballot was conducted.

Investments

The Company holds an investment in uncoated equity shares amounting to Rs 49,850 of Tia Enterprises Limited from October, 2016.

Borrowings

We have issued on 2nd July, 2012, 20 lakhs 6% non-cumulative, non-convertible preference shares with a face value of ?10 each. These preference shares were issued at a premium of ?90 each, fully paid up by investors.

Key Features:

• Redemption: The preference shares are compulsorily redeemable after 20 years from the date of issue at their par value.

• Put and Call Option: The preference shares come with both put and call options. Investors have the right to exercise the put option, and the company has the right to exercise the call option. These options can be exercised at any time before the expiry of 20 years from the date of issue but not earlier than the expiry of 3 years. A minimum notice period of 3 months is required for the exercise of these options.

These preference shares serve as a strategic financing instrument within our capital structure, providing us with long-term capital. The inclusion of put and call options adds flexibility for both our investors and the company.

Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity

The Company has not bought back any of its shares, has not issued shares with differential voting rights, has not issued any Sweat Equity Share and has not provided any Stock Option Scheme to its employees, during the year under review.

Whistle blower policy / vigil mechanism

In accordance with the provisions of Section 177 of the Companies Act, 2013 and the rules issued thereunder, as well as Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has a vigil mechanism in place for directors and employees.

This mechanism allows Directors and employees to raise genuine concerns about any issue related to the organizations improper functioning. The mechanism also provides adequate safeguards against the victimization of Directors and employees who use it. It also provides direct access to the Chairman of the Audit Committee. However, this does not release employees from their duty of confidentiality in the course of their work, nor can it be used to make malicious or unfounded allegations about a person or situation.

During the year under review, none of the Directors / employees / business associates/ vendors was denied access to the Chairman of the Audit Committee. The said policy is available on the Companys website at https://pptinvestment.in/wp-content/uploads/2023/02/5.Details-of-establishment-of-vigil- mechanism-Whistle-Blower-policy.pdf

Compliance with secretarial standards on board and general meetings

The Directors state that applicable Secretarial Standards i.e. SS-1 & SS-2 relating to Meeting of Board of Directors and General Meetings respectively have been duly followed by the Company. The

Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India.

Listing

The equity shares of the Company continue to be listed on the BSE Limited (Stock Exchange. The Company has paid the requisite listing fees to the Stock Exchange, where it is listed, for FY 2023-24.

Delisting

During the period under review the Company the Equity Shares of the Company continue to remain listed on BSE Ltd.

Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016

The Company has not made any application or any proceeding pending under Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

Details of settlement with Banks or Financial Institutions

The Company has been able to repay loans taken from Banks / Financial Institutions. The Company has not obtained any loans or made any settlements from any loan taken from Banks / Financial Institutions during the Financial Year 2022-23.

Attributes, Qualifications & Independence of Directors and their Appointment

The skills, expertise and competencies of the Directors as identified by the Board, are provided in the Report on Corporate Governance forming part of the Directors Report. Prateek Kumar (DIN: 02923372) Chairman & Independent Director was inducted into the Board in the Financial Year 20222023. He was familiarized and briefed about the business operations of the Company consequent to his appointment on the Board. He possesses the requisite skills, expertise and competencies as identified by the Board of Directors the details of which is mentioned in the Corporate Governance Report.

Mrs. Anupma Kashyap (DIN: 09720124) Independent Director was inducted into the Board at its meeting dated 21.11.2022, she was familiarized and briefed about the business operations of the Company consequent to her appointment on the Board.

Directors are appointed/re-appointed with the approval of the Members, in accordance with statutory requirement as may be determined by the Board from time to time. Independent Directors are not liable to retire by rotation.

The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations 2015, and (b) As per Regulation 25(8) of the Listing Regulations 2015 they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Green Initiatives

As a responsible corporate citizen, the Company supports the "Green Initiative" undertaken by the Ministry of Corporate Affairs, Government of India, which allows for the electronic delivery of documents, including the Annual Report, to shareholders at their email addresses that have been previously registered with the depositories and registrars to shareholders.

To support the "Green Initiative," members who have not registered their email addresses are requested to do so with the Companys registrar and share transfer agent/depositories in order to receive all communications, including annual reports, notices, circulars, and so on, from the Company electronically.

In accordance with the MCA Circulars and SEBI Circulars, copies of the Notice of the 41st AGM and the Annual Report of the Company for the financial year ended 31st March 2023, including the Audited Financial Statements for the year 2022-2023, are being sent only by email to the Members.

Acknowledgment

The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the Company from Central and State Governments, RBL Bank and other Government Agencies and look forward to their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees of the Company at all levels.

The Board acknowledges and credits the Companys resounding success to the relentless hard work and unwavering commitment of its employees, recognizing their pursuit of excellence and willingness to surpass expectations.

The Board of Directors values the contributions of the Independent Directors. The Board is grateful for their willingness to share their expertise and knowledge and for their commitment to the Companys success. The Board is also thankful for their dedication and hard work.

The Board sincerely thanks the members, government authorities, banks, customers, and all other stakeholders for their invaluable encouragement, assistance and cooperation. Their unwavering support is deeply appreciated and the Board eagerly looks forward to a prosperous and enduring future with their continued backing.

Date: 01.09.2023 For Pankaj Piyush Trade and Investment Limited
Sd/- Sd/-
Anshul Sakuja Amit Grover
Non-Executive Director Managing Director
DIN:09765150 DIN:09765198
Regd. Office: 304, Building No. 61,
Vijay Block, Laxmi Nagar,
Delhi - 110092