Pankaj Piyush Trade & Investment Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 39th Annual Report on the Business and Operations of the Company along with the Audited Financial Statement for the Financial year ended March 31,2021.

1. Financial Performance

The financial performance ofyour Company for the Financial Year ended March 31, 2021 is summarized below:

Particulars

Audited Financial Results

Financial Year ended March 31,2021 Financial Year ended March 31,2020
Total Revenue 99,294,930 41,939,980
Total Expenditure 98,260310 43,653,630
Profit/(Loss] before tax 10,34,620 -17,13,650
Profit/(Loss] after tax -7,57,300 -19,48,770
Paid-up Share Capital 40,00,000 40,00,000

2. State of Companys Affairs and Future Outlook

During the financial year 2020-21, total revenue has been increased to Rs. 99,294,930/- as against Rs. 41,939,980 in the previous year. The company has incurred a net loss of Rs. (7,57,300/-] as compared to Profit after tax of Rs. (19,48,770]/- in the previous year.

3. Dividend

To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2020-21. The Board assures you to present a much strong financial statements in the years to come.

4. Reserves

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

5. Change in the Nature of Business, if any

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

6. Public Deposits

During the year under review, your Company has neither invited nor accepted any deposits from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits] Rules, 2014.

7. 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.

8. Issue of Equity Shares with Differential Rights

During the year under review, your Company has not issued any equity shares with differential rights, accordingly your Company does not required to meet the Compliance Requirement as required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

8.1 Issue of Sweat Equity Shares

During the year under review, your Company has not issued sweat equity shares, accordingly your Company does not required to meet the Compliance Requirement as required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

8.2. Issue of Employee Stock Options

During the year under review, your Company has not issued employee stock options, accordingly your Company does not required to meet the Compliance Requirement as required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.

8.3 Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees accordingly your Company does not required to meet the Compliance Requirement as required per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

8.4 Issue of shares on preferential basis

During the year under review, your Company has not issued any share on preferential basis.

9. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements.

10. Subsidiaries, associates and Joint Ventures

During the year under review, no company became or ceased to be a Subsidiary/Joint Venture/Associate of the Company.

11. Audited Financial Statements of the Company

The Board of Directors of your Company at its meeting held on June 29, 2021 has approved the Audited Financial Statements for the FY 2020-21 The Financial Statements of your Company for the FY 2020-21, have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEB1 Listing Regulations, 2015.

12. Related Party Transactions

To comply with the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI Listing Regulations, 2015 your Company took necessary prior approval of the Audit Committee before entering into related party transactions. All contracts/arrangements/transactions entered into by the Company during the Financial Year ended March 31, 2021 with related parties as defined under the Act and SEBI Listing Regulations, 2015 were in the ordinary course of business and on arms length basis. During the year under review, your Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather; these were synchronized and synergized with the Companys operations.

Attention of Members is drawn to the disclosure of transactions with the related parties set out in the Financial Statements, forming part of the Annual Report. Your Company has framed a Policy on Related Party Transactions in accordance with SEBI Listing Regulations, 2015. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded on website of the Company at www.pptinvestment.in.

Since all transactions which were entered into during the Financial Year ended March 31, 2021 were on arms length basis and in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year ended March 31, 2021 as per Policy on Related Party Transactions. Form AOC-2 is attached with this report as prescribed under Clause (h) of Sub- section [3] of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

13. Directors and Key Managerial Personnel

13.1 Independent Director

During the year under review, Mr. Harshit Agarwal (DIN: 06946506) ceased to be Non-Executive Independent Director of the company w.e.f. November 24, 2020 and Mrs. Khushboo Agarwal (DIN: 06792261) have been appointed as Non-Executive Independent Director of the company on the even date.

13.2 Director retiring by rotation

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Vinod Kumar Bansal (00243709), Managing Director, is liable to retire by rotation at the ensuing ACM and being eligible, seeks re-appointment. Based on the Performance Evaluation and on the recommendation of Nomination and Remuneration Committee, the Board recommends his reappointment.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 and as per SEBI Listing Regulations, 2015. As on the date of report, the Board of the Company consists of the following members:

S. No. Name of Director Designation DIN Date of Appointment
1. Vinod Kumar Bansal Managing Director 00243709 31.05.2012
2. Santosh Kumar Kushawaha Independent Director 02994228 31.08.2017
3. Khushboo Agarwal Additional Independent Director 06792261 24.11.2020
4. Shweta Gupta Non-Executive Director 07452923 30.04.2016
5. Neeraj Kumar Singh Executive Director 07452949 30.04.2016

Brief resume and other details of the Directors being re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, 2015 is separately disclosed in the Notice of the ensuing AGM.

13.3 Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

13.4 Key Managerial Personnel

During the year under review, Ms. Sarita had resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f July 02, 2020 and consequent upon her resignation Ms. Kanika Arora was appointed as Company Secretary and Compliance of the Company (Key Managerial Personnel) of the Company w.e.f. August 12, 2020 in accordance with the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

14. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

15. Performance Evaluation

To comply with the provisions of Section 134(3)(p) of the Companies Act, 2013 and Rules made thereunder and Regulation 17(10) of SEBI Listing Regulations, 2015 the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

(i) Audit Committee;

(ii) Nominations and Remuneration Committee; and

(iii) Stakeholders Relationship Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI Listing Regulations, 2015 Independent Directors also evaluated the performance of Non-Independent Directors, Chairperson and Board as a whole at a separate meeting of Independent Directors.

16. Board and Committees of the Board

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

17. Nomination & Remuneration Policy

To comply with the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder and Regulation 19 of SEBI Listing Regulations, 2015 the Companys updated Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other Employees of the Company is attached with the corporate governance report and also uploaded on website of the Company at www.pptinvestment.in. The Policy includes, inter- alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

18. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI Listing Regulations, 2015, top 1000 listed entities based on their market capitalization shall formulate a Dividend Distribution Policy which shall be disclosed in their annual reports and on their websites, accordingly your Company does not required to meet the Compliance Requirement stipulated as per Regulation 43A of the SEBI Listing Regulations, 2015 as the Company does not fall in the list of top 1000 Listed Entities based on their market capitalization which are required to formulate a Dividend Distribution Policy.

19. Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Boards Report pursuant to Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is attached to this report as Annexure -1.

20. Auditors

20.1 Statutory Auditors

Members of the Company in their 36th AGM held on September 28, 2018 appointed M/s V.N. Purohit & Co., Chartered Accountants (Firm Registration Number 304040E] as the Statutory Auditors of the Company to hold office for a period of up to 5 (Five] years i.e. till the conclusion of 41st AGM of the Company to be held in the Financial Year 2023, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company.

The Statutory Auditors Report for the Financial Year March 31, 2021 does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any frauds under Section 143(12] of the Act

20.2 Internal Auditor

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts] rules, 2014, during the year under review the Internal Audit of the functions & activities of the Company was undertaken by the Internal Auditors of the Company M/s Anil Hariram Gupta & Co., Chartered Accountants.

The Report does not contain any qualification, observation, reservation, adverse remark or disclaimer.

The Board of directors of the Company has appointed M/s Anil Hariram & Co., Chartered Accountants as an Internal Auditor of the Company to conduct Internal Audit for the Financial Year 2020-21 as per Rule 13 of the Companies (Accounts] Rules, 2014 prescribed under section 138 of the Companies Act,

2013.

20.3 Cost Audit

In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit] Rules,

2014, Cost Audit is not applicable to the Company for the Financial Year ended March 31, 2021.

20.4 Secretarial Auditors

The Board of Directors on the recommendation of the Audit Committee has appointed M/s VMS & Co., Practicing Company Secretaries to conduct Secretarial Audit of your Company. The Secretarial Audit Report for the Financial Year ended March 31, 2021 is attached to this report as Annexure-2.

The Secretarial Audit Report for the financial year ended March 31, 2021 does not contain any qualification, reservation or adverse remark.

21. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] act, 2013

To comply with the provisions of Section 134 of the Companies Act, 2013 and Rules made thereunder, your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

During the year under review, no complaint was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and no complaint was pending at the beginning and end of Financial Year March 31, 2021.

22. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a platform to the Directors and employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report. The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to ensure the high standards of Corporate Governance and stakeholder responsibility.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and that no discrimination will be meted out to any person for a genuinely raised concern.

23. Corporate Social Responsibility (CSR)

Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more or Turnover of Rupees Thousand Crore (Rs. 1000 Crore) or more or Net Profit is Rupees Five Crore (Rs. 5 Crore) or more during any financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board.

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

24. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, top 1000 listed entities based on their market capitalization shall include Business Responsibility Report in their Annual Report. Your Company does not fall under top 1000 listed Companies based on market capitalization; therefore, this regulation is not applicable to the Company.

25. Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

Since the company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning.

b) Technology Absorption:

Since the company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.

c) Foreign Exchange Earnings/Outgo:

Earnings NIL
Outgo NIL

26. Corporate Governance

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is attached to this report The certificate from M/s VMS & Co., Company Secretaries confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

27. Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) having nationwide trading terminals. Annual listing fee for the Financial Year 2020-21 has been paid to BSE Limited.

28. Extract annual Return

Extract of the Annual Return in Form No. MGT-9 for the Financial Year 2020-21 in accordance with the provisions of Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is attached as Annexure-4 and is uploaded on the website of the Company at www.pptinvestment.in.

29. Research and Development

During the year under review, no Research and Development was carried out.

30. Material changes and commitments after the end of Financial Year

There are no material changes and commitments noticed by the Board between the end of Financial Year of the Company i.e. March 31,2021 and the date of this report

31. Significant and material orders passed by regulators or courts

To the best of management knowledge, no significant and material orders were passed by regulators or courts or tribunals which could impact the going concern status and Companys operation in future.

32. Secretarial Standards

The Institute of Company Secretaries of India had Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standard.

33. Management Discussion & Analysis Report

The detailed Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI Listing Regulations, 2015 is presented in a separate section &forms part of the Annual Report.

34. Risk Management

Your Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions.

35. Internal Financial Controls

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguard against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions authorized, recorded and reported correctly. The board of Directors has appointed M/s Anil Hariram & Co., Chartered Accountants, as the Internal Auditors of the Company to report on the Internal Financial Controls of the Company.

36. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they 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 your Company as at March 31, 2021 and of the profits of the Company for the period 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 Act for safeguarding the assets of your 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 laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Cautionary Statement

Statements in the Boards Report and the Management Discussion and Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

Acknowledgement

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companys resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from various Government Authorities, Banks / Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been vital for the Companys success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

For Pankaj Piyush and Trade Investment Limited

Sd/- Sd/-
Vinod Kumar Bansal Shweta Gupta
Place: New Delhi Managing Director Director
Date: 12th August, 2021 DIN:00243709 DIN:07452923