Powerful Technologies Ltd Directors Report.

To the Members,

Your Directors are pleased to present the 4th Annual Report on the business and operations of your Company along with the Audited Accounts for the financial year ended 31st March, 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTES

The Financial Affairs of the Company are briefed herein below:

OPERATIONS AND ACTIVITIES

(Amount in Rs.)

PARTICULARS 2018-19 2017-18
Revenue from operations 58,41,36,949 623,785,184
Other Income 7,44,774 2,426,557
Total 58,48,81,723 626,211,741
Total Expenses 57,37,88,893 562,044,343
Profit/(Loss) before exceptional and extraordinary items & tax 1,37,84,845 64,167,398
Depreciation/Amortizations & Interest
Less: Depreciation/Amortizations 26,92,015 1,953,410
Profit/(Loss) before exceptional and extraordinary items & tax 1,10,92,830 62,213,988
Less: Exceptional Items 0 0
Loss on sale of Shares/Scripts
Profit/(Loss) before tax 1,10,92,830 62,213,988
Tax Expense:
Current Tax 56,38,229 17,215,180
Deferred Tax -43,94,081 -26,540
Profit/(Loss) for the year 98,48,682 45,025,348
Add: Balance brought forward
Profit/(Loss) for the period 98,48,682 45,025,348

2. DIVIDEND

During the financial year under review, considering proposed expansion plans, your Directors did not recommend any dividend.

3. RESERVE

No amount has been transferred to reserves during the period under review. The Profit earned during the year has been carried to the Balance Sheet under the head Surplus.

4. STATE OF COMPANYS AFFAIRS

During the financial year under review, the Company has earned a profit of Rs. 98,48,682/- after tax as compared to Rs. 45,025,348/- during the previous financial year which has been further capitalized and transferred to Balance Sheet.

5. PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the financial under review, your Company does not have any subsidiary, joint ventures and Associate Company and also no Company become or ceased to be its subsidiaries, joint venture or Associate Company.

6. EXTRACT OF THE ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return in Form MGT-9 is enclosed herewith as Annexure A.

7. MEETINGS

During the period under review our directors met 11 times, Audit Committee Meeting held 3 times and Stakeholder Relationship Committee Meeting held 2 times.

Further in respect of the meetings conducted during the financial year 2018-19 proper notices were given and the proceedings were properly recorded and signed including circular resolutions passed in the Minutes Book maintained for the purpose.

Details of Board Meeting and attendance

S. No. Date of Board Meeting Number Directors entitled to attend meeting Number of Directors attended the meeting
1. 17th May, 2018 5 4
2. 21st May, 2018 5 4
3. 3rd May, 2018 5 4
4. 28th May, 2018 5 4
5. 1st June, 2018 5 4
6. 26th June, 2018 5 4
7. 16th July, 2018 5 4
8. 14th August, 2018 5 4
9. 24thAugust, 2018 5 4
10. 14th November, 2018 5 4
11. 28th February, 2019 5 4

Details of Meeting of Audit Committee

S. No. Date of Board Meeting Number Directors entitled to attend meeting Number of Directors attended the meeting
1. 21st May, 2018 3 3
2. 14th August, 2018 3 3
3. 1st November, 2018 3 3

Details of Meeting of Stakeholder Relationship Committee

S. No. Date of Board Meeting Number Directors entitled to attend meeting Number of Directors attended the meeting
1. 8th October, 2018 3 3
2. 8th January, 2018 3 3

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of Annual Accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

(ii) appropriate accounting policies have been selected and applied consistently and that the judgment and estimates 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 the year under review;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and applicable provisions, if any of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The accounts for the year ended 31st March, 2019 have been prepared on a going concern basis.

(v) Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and that such system was adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

9. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Company has received the necessary declaration from each Independent Director of the Company, that he meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013.

10. AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 and 141 and other applicable provisions of the Companies Act, 2013 of the Companies Act, 2013, M/s RPMD & Associates, Chartered Accountants who were re-appointed as Statutory Auditors of the Company from the conclusion of Fourth Annual General Meeting (AGM) till the conclusion of the Fifth Annual General Meeting of the Company (subject to ratification by the Members at every Annual General Meeting) at a remuneration that may be decided by the Board of Directors in consultation with the Auditors.

11. SECRETARIAL AUDIT

Provisions of Section 204 of the Companies Act, 2013 a certificate of Secretarial Auditor has been obtained.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the financial year under review, your Company has not given Loans or made any Investments.

Guarantee:

Our Company has given a corporate guarantee to Dena Bank on behalf of one of the group company M/s Pioneer Computronix Private Limited in which director of our company hold the position of Director.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year under review, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013 and Rules issued thereunder.

Details of Contract or Arrangement with related parties are disclosed in Form AOC-2 annexed to this Boards Report as Annexure-B

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

Pursuant to the provisions of Section 134(3)(l) of the Companies Act 2013, no material changes and commitments which could affect the Companys financial position have occurred between the end of financial year and the date of this report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 is set out as under:-

Conservation of Energy:

Your company is a labor oriented manufacturing company and very less amount of energy is required in manufacturing process. Further our company has taken adequate steps to conserve the energy.

Technology Absorption:

During the financial year under review, no technology absorption pursuant to Section 134(3)(m) of the Companies Act, 2013 has been done. However our company has purchased machines required for testing our raw material and finished goods.

Foreign Exchange Earning and Expenditure:

During the financial year under review Foreign Exchange Earning and Expenditure occurred during the financial year under review are as follows:-

Foreign Exchange Earning : Rs. 3,27,462/- Foreign Exchange Expenditure: Rs. 42,10,615/-

16. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act, 2013 a Committee of the Board of Directors has been constituted and called as "Audit Committee" and all recommendations made by the Audit Committee has been accepted by the Company.

Composition of Audit Committee
Nature of Director Status Nature of Directorship
1 Ankit Jain Chairman Non-Executive & Independent Director
2 Gaurav Dixit Member Non-Executive & Independent Director
3 Aditya Gupta Member Managing Director

Audit Committee formulated Related Party Policy, Risk Management Policy and Vigil Mechanism and Whistle Blower Policy which were recommended to the Board and the same was accepted by the Board of Directors and the same are available on the website of the company.

17. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of Companies Act, 2013 a Committee of the Board of Directors has been constituted and called as "Nomination and Remuneration Committee".

Composition of Nomination & Remuneration Committee
Nature of Director Status Nature of Directorship
1 Ankit Jain Chairman Non-Executive & Independent Director
2 Gaurav Dixit Member Non-Executive & Independent Director
3 Karuna Chhabra Member Non-Executive Director

Nomination and Remuneration Committee formulated Nomination and Remuneration policy which was recommended to the Board and the same was accepted by the Board of Directors.

18. STAKEHOLDER RELATIONSHIP COMMITTEE

Since the company has resolved to get our securities listed on the stock exchange our company in compliance of the provision of the Companies Act, 2013 and regulation of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 the board has formulated a Stakeholder Relationship Committee.

Composition of Stakeholders Relationship Committee
Nature of Director Status Nature of Directorship
1 Ankit Jain Chairman Non-Executive & Independent Director
2 Nitin Chhabra Member Executive Director
3 Karuna Chhabra Member Non-Executive Director

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of the Companies Act, 2013, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors and the same is available on the website of the Company.

20. RISK MANAGEMENT POLICY

The Company has adopted a risk management plan to identify, evaluate business risks and opportunities as per provisions of the Companies Act, 2013. The Board ensures transparency across the organization to minimize adverse impact on the business objectives. The Board ensures effective Risk Management and evaluates the risk management periodically. Risk Management Policy is available on the website of the Company.

21. DIRECTORSAND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149, 152 and schedule IV of the Companies Act, 2013 and any other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014. No new appointments were made during the financial year.

22. SHARE CAPITAL

A) Authorized Capital:

During the financial year under review, the authorised capital has been increased from Rs. 7,00,00,000 (Rupees Seven Crore only) consisting of 70,00,000 Equity Shares of face value of Rs. 10/- to Rs. 10,20,00,000 (Rupees Ten Crore Twenty Lakh only) consisting of 1,02,00,000 Equity Shares of face value of Rs.10/- each pursuant to a resolution of the shareholders dated May 23, 2018.

B) Issued, Subscribed & Paid – up Capital:

During the financial year under review, your Company raised its capital following times:

1. Issue of 26,56,000 Equity Shares of Rs. 10 each on a premium of Rs.41/- per equity share on 9th August, 2018.

2. Issue of 12,60,000 bonus equity shares of Rs.10/- each in the ratio of 3:1 on 23rd May, 2018.

23. PARTICULARS OF EMPLOYEES

There is no employee, who is being paid remuneration in excess of limits specified under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014.

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON IT CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Keeping in view the limits set out in Section 135 of the Companies Act, 2013 Company has formulated a Corporate Social Responsibility Policy which is available on the website of the Company.

25. DEPOSITS

During financial year under review, your Company has not accepted any deposits from public under Section 73 and Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

26. STATEMENT ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the Secretarial Standards.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees and the Board has formulated a Sexual Harassment Policy which is also available on the website of the Company.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. FAMILIARIZATION PROGRAM

The Company has framed a Familiarization Program for the Independent Directors to familiarize them with the overall structure and working of the Company. Further, Familiarization Program Policy is available on the website of the Company.

29. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1. No significant or material orders were passed by the regulators of courts or tribunals which would impact the going concern status and Companys operations in future.

2. Your Directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013. Further, no frauds were reported to the Committee / Board of Directors during the Financial Year 2017-2018.

3. Annual report of the company will be available on the website of the Company (Web: http://powerfultech.in/home ).

30. ACKNOWLEDGEMENT

Your Directors place on record their appreciation towards all business associates and bankers for their continued support and confidence.

For and on behalf of the Board
Powerful Technologies Limited
Sd/- Sd/-
Date: 04.09.2019 (Aditya Gupta) (Nitin Chhabra)
Place: Delhi Managing Director Director
DIN: 03500941 DIN: 02921204