Pariksha Fin-Invest-Lease Ltd Directors Report.

The Members

The Directors have pleasure in presenting the 29th Annual Report and Audited Financial Statements of your Company for the year ended 31st March, 2022.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March, 2022 are as under:-

Year ended 31.03.2022 Year ended 31.03.2021
Total Revenue 3,56,94,920 46,31,457
Profit/ (Loss) before Depreciation & Tax 3,27,01,581 (6,52,49,747)
Less : Depreciation 41,823 45,156
Profit before Tax 3,26,59,758 (6,52,94,903)
Less : Provision for tax:-
Current Tax 2,15,926 1,87,157
Income Tax for earlier year - (13,551)
Deferred Tax Charge/(Credit) 55,51,391 (1,24,29,930)
Profit / (Loss) after Taxation 2,68,92,444 (5,30,38,579)
Profit / (Loss) for the period 2,68,92,444 (5,30,38,579)
Total Other Comprehensive Income - -
Profit / (Loss) for the Year after comprehensive income 2,68,92,444 (5,30,38,579)
Prior Period Items - -
Amount carried to Reserves 3,70,76,320 9,01,14,898
Profit / (Loss) carried to Balance Sheet 5,85,90,274 3,70,76,320

PERFORMANCE OF THE COMPANY

The working of your company for the year under review resulted in a total revenue of Rs. 3,56,94,920/- as against Rs. 46,31,457/- in the previous year and Profit of Rs. 2,68,92,444/- as against loss of Rs. 5,30,38,578/- in the previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2021-22.

SHARE CAPITAL

During the year under review, the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2021-22.

As on 31st March, 2022, none of the Directors of the Company hold shares of the Company except Mrs. Amita Adlakha, Managing Director of the Company, who is holding 337,500 (9.00%) equity shares and Mr. Harnand Tyagi who is holding 20,200 (0.54%) equity shares.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Amita Adlakha, Managing Director (DIN: 00050772) of the Company is liable to retire by rotation and being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs. Amita Adlakha as Director in the ensuing Annual General Meeting of the Company. Brief profile of Mrs. Amita Adlakha and her Qualification, Experiences along with the name of listed entities in which she holds the Directorship/Membership of the Committees of the Board, as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting are given as Annexure to the Notice convening the Annual General Meeting.

Re-appointment of Mr. Harish Kumar Dhingra as an Independent Director

Mr. Harish Kumar Dhingra, Independent Director of the Company, being eligible is proposed to be re-appointed as an Independent Directors of the Company for his second term of five years as per the provisions of the Companies Act, 2013. Mr. Harish Kumar Dhingra has given declaration confirming that he meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Company has also received the confirmation from Mr. Harish Kumar Dhingra that he has enrolled/registered himself in the databank of persons offering to become Independent Directors. The Board is of the opinion that all the Independent Directors of the Company are person’s of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company.

Changes in the Board/KMP (Appointment and Resignation)

During the year under review, Mr. Devraj Singh Bhadauria has resigned from the post of Company Secretary cum Chief Finanacial Officer w.e.f. 12th November, 2021 and Mrs. Monika Tyagi has been appointed as Company Secretary cum Chief Financial Officer w.e.f. 1stMarch, 2022.

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i. In the preparation of Annual Accounts for the year ended 31st March, 2022, the applicable accounting

standards have been followed with proper explanation relating to material departures if any;

ii. they have selected appropriate accounting policies and have 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 31st March, 2022 and of the Profit of the Company for the year ended on that date;

iii. they 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;

iv. they have prepared the annual accounts on a ‘going concern’ basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the shareholders had appointed M/s B.K. Kapur & Company, Chartered Accountants as Statutory Auditors from the conclusion of 24th Annual General Meeting (AGM) till the conclusion of 29th Annual General Meeting of the Company to be held in the year 2022. Accordingly, the first term of Statutory Auditors will be completed at the conclusion of ensuing AGM. Based on the recommendation of the Audit committee, the Board of Directors of the Company has recommended the re-appointment of M/s B. K. Kapur & Company, Chartered Accountants, (Firm Registration No.000852C) as the statutory auditors of the Company for the second term of five years commencing from 1st April, 2022 to 31st March, 2027 and they shall hold office from the conclusion of 29th Annual General Meeting till the conclusion of 33rd Annual General Meeting, subject to the approval of the shareholders at ensuing Annual General Meeting.

The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

Further, the Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

AUDITORS’ REPORT

The Notes on financial statement referred to in the Auditors’ Report are self explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended upto date and other applicable provisions, if any, M/s Akshat Garg & Associates, Practicing Company Secretaries conducted the Secretarial Audit of the Company for the Financial Year 2021-22.

The Secretarial Audit Report for the financial year ended 31st March, 2022 is attached and marked as "Annexure-1" and forms part of the Board’s Report. The observations made by the Secretarial Auditors in their report are self explanatory and therefore do not call for any further explanations/comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

DEPOSITS

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. There were no unclaimed deposits at the end of Financial Year i.e. 31st March, 2022.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 5 (Five) Board Meetings were convened. Other details of Board Meetings held are given in the Corporate Governance Report. The maximum interval between any two meetings didn’t exceed 120 days, as prescribed in the Companies Act, 2013.

AUDIT COMMITTEE

The Company has in place Audit Committee as per the provisions of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of terms of reference, composition of the Audit Committee, number and dates of meeting held, attendance of members and other details are given separately in the attached Corporate Governance Report. The Audit Committee satisfies the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All recommendations made by the Audit Committee during the year were accepted by the Board.

SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture and/or Associate Company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rules made there under, the draft Annual Return of the Company for the Financial Year 31 March, 2022 is uploaded on the website of the Company and can be accessed at http://www.pfil.in/uploads/board meeting/Pariksha Annual Report 2021-22.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place Vigil Mechanism/ Whistle Blower Policy (the "Policy") which lays down the principles and standards governing the management of grievances and concerns of employees and directors of the Company. The policy shall enable the employees and the directors of the Company to report their genuine concerns or

grievances about the actual and potential violation of the principles and standards laid down herein. Such policy shall provide for adequate safeguards against victimization of directors and employees who avail such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases. The aforesaid policy can be accessed on the Company’s website www.pfil.in and weblink of the same is http://pfil.in/uploads/policies/vigil-mechanism-policv.pdf.

NOMINATION & REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has in place Nomination & Remuneration Committee and the details of terms of reference, composition, name of members & Chairperson and dates of meeting held, attendance and other details are given separately in the attached Corporate Governance Report. The Board on the recommendation of Nomination & Remuneration Committee has framed a policy i.e. Nomination and Remuneration Policy for selection and appointment of Directors, senior managerial personnel and their remuneration. The aforesaid policy can be accessed on the Company’s website i.e. www.pfil.in and weblink of the same is http://pfil.in/uploads/ policies/nomination-and-remuneration-policy.pdf

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out a formal annual evaluation of its own performance, that of its committees and Directors individually. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company being a Non-Banking Finance Company (NBFC), the provisions of Section 186 of the Companies Act, 2013 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188 (1) OF THE COMPANIES ACT, 2013

All related party transactions entered during the year are negotiated on an arms-length basis and are in ordinary course of business. There have been no materially significant related party transactions made by the Company with the promoters, key managerial personnel and/ or with any director of the Company. Hence, the disclosure as required in Section 134(3)(h) in the prescribed form AOC-2 is not required. Further, the suitable disclosure as required in IND AS-24 regarding Related Party transactions have been made in the notes to financial statements. The Company’s policy for Related Party Transaction placed it on Company website: www.pfil.in and web link of the same is: http://pfil.in/ uploads/policies/rpt- policy.pdf.

PARTICULARS OF EMPLOYEES

As the Company is not paying any remuneration to any Directors/Independent Directors/Non-Executive Directors or Managing Director. Therefore, particulars of employees as required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended upto date is not required to be provided in the report. However, the information on employees’ particulars is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM.

If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company at pariksha.delhi@gmail.com in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is a Loan and Investment Company and has no manufacturing activity or other operations, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

Also, there were no foreign exchange earnings or outgoing during the financial year ended 31st March, 2022.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Corporate Governance Report along with a certificate from practicing Company Secretary on the Compliance of the condition of Corporate Governance forms part of the Report and is given separately annexed and marked as "Annexure-II".

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate Report on Management Discussion and Analysis for the year under review, as stipulated under regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as "Annexure-III".

INTERNAL FINANCIAL CONTROLS

The Company has an adequate system of internal control relating to the nature of the business of the Company. A note has been provided under Management Discussion and Analysis Report in this regard. The Company has an Audit Committee which ensures proper compliance with the provisions of the Listing Regulations and Companies Act, 2013 and also reviews the adequacy and effectiveness of the internal control.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors confirm that during the year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Also, no complaint is outstanding as on 31.03.2022 for redressal.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as on date, as the Company does not fall within the purview laid down for the applicability of the provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

RISK MANAGEMENT POLICY

The Board reviews the operations of the organization followed by identifying potential threats to the organization and the likelihood of their occurrence, and appropriate actions to address the most likely threats. However, the elements of risk threatening the Company’s existence are very minimal.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY & BANKRUPTCY CODE, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONGWITH REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge their gratitude to the business Associates, Shareholders and Stock Exchange authorities for their continued patronage, assistance and guidance. Further, your Directors also acknowledge the dedicated services rendered by all the employees of the Company.

For and on behalf of the Board
PARIKSHA FIN-INVEST-LEASE LIMITED
Sd/- Sd/-
HARNAND TYAGI AMITA ADLAKHA
(DIRECTOR) MANAGING DIRECTOR)
DIN : 00159923 DIN : 00050772
Place: Delhi
Date : 27.07.2022