Dear Members,
Your Directors have pleasure in presenting their 40th Annual Report on the
business and operations of your Company together with the Audited Financial Statements and
the Auditors Report for the year ended 31st March, 2023.
1. FINANCIAL RESULTS:
Financial results of the Company for the year under review are as follows:
Particulars |
Year Ended 31st March, 2023 |
Year Ended 31st March, 2022 |
Total Income |
53.60 |
23.92 |
Profit/(Loss) before Finance Cost, depreciation / amortisation
expenses & Tax |
(11.17) |
(11.85) |
| Less: Finance Cost |
0.00 |
0.00 |
Profit/ (Loss) before depreciation expenses & Tax |
(11.17) |
(11.85) |
| Less: Depreciation/ amortisation expenses |
0.00 |
0.00 |
Profit/ (Loss) before tax |
(11.17) |
(11.85) |
| Less: Tax expenses |
0.00 |
0.00 |
| Deferred Tax |
|
|
Profit/ (Loss) for the year |
(11.17) |
(11.85) |
2. OPERATIONS AND STATE OF COMPANYS AFFAIRS:
During the year under review, the company has recorded Total Income of Rs. 53.60 Lakhs
and was Rs. 23.92Lakhsduring the previous year. The Company has incurred a net loss of Rs.
11.17 Lakhs as compared to Rs. 11.85 Lakhs during the previous year. Your Directors are
hopeful that the company may be able to show better performance in coming year.
During the year, there has been no change in the nature of business of the Company.
3. LISTING AT STOCK EXCHANGE:
The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai
and the Listing Fee for the year 202324has been duly paid.
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments have been noticed between the end of financial year
of the Company and the date of the report which will affect the financial position of the
Company.
5. SHARE CAPITAL:
During the year under review, there have been no changes in the Share Capital of the
Company.
6. DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st March, 2023.
7. TRANSFER TO RESERVES:
Your Directors do not proposed any amount to be transferred to the Reserves for the
year ended 31st March, 2023.
8. DEPOSITS:
Your Company has not invited/accepted any deposit within the meaning of Section 73 of
the Companies Act, 2013 and Rules made there under, during the year under review.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR POLICY):
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company; therefore the Company has not developed and implemented any Corporate Social
Responsibility initiatives.
10.DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Confirmation of appointments;
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Sharda
Manoj Kasliwal (DIN: 00345386),retires by rotation at the ensuing Annual General
Meeting and being eligible, offers herself for reappointment.
b) Directors and Key Managerial Personnels:
During the year end, Mr. Manoj Kasliwal Non executive Director, Mrs. Sharda Kasliwal
Non executive Director, Mrs. Rashmi Ahuja Independent Director and Mr. Soumil Ekadi
Independent Director are on the Board of the Company.
Mr. Rajendra Kumar Mungar Chief Financial Officer, Mrs. Deepti Dubey Chief Executive
Officer are the Key Managerial Personnel of the Company as on the date of this report.
During the year under review, based on the recommendation of Nomination &
Remuneration Committee,the Board appointed Ms. Aakansha Kamleyas Company Secretary and
Compliance Officer of the company w.e.f. 16.09.2022.
Ms. Aakansha Kamley has thereafter resigned from the post of Company Secretary and
Compliance Officer of the company w.e.f. 06.04.2023.
Based on the recommendation of Nomination & Remuneration Committee, the Board
appointed Ms. Himani Jain as Company Secretary and Compliance Officer of the company
w.e.f. 15.05.2023.
c) Declaration by Independent Directors;
All NonExecutive and Independent Directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
These confirmations have been placed before, and noted by Board.
d) Disqualifications of Directors;
During the year declarations received from the Directors of the Company pursuant to
Section 164 of the Companies Act, 2013. The Board appraised the same and found that none
of the director is disqualified for holding office as director.
Further the Certificate from Practicing Company Secretary certifying that none of the
directors of the company disqualified for holding office as director of the Company is
enclosed with this Board Report.
11.BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation of the working of
its Audit Committee, Nomination& Remuneration Committee and Shareholders Grievance
Committee.
The performance evaluation of Independent Directors has been done by the Board of
Directors excluding the directors being evaluated. In a separate meeting of independent
directors, performance of nonindependent directors and performance of the Board as a whole
was evaluated. The Nomination and Remuneration Committee reviewed the performance of the
individual directors based on the criteria such as the contribution of individual
directors on the Board of the Company.
12.NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
Board Composition and Category of Directors
As on 31st March, 2023, the Board of Directors of the company comprised of
Four Directors including, Woman Independent Director, two Nonexecutives and one
Independent Director. The Composition of Board is in conformity with the provisions of
Companies Act, 2013 and Listing Regulations.
A calendar of Meetings is prepared and circulated in advance to the Directors. Adequate
notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes
on agenda were sent in advance.
During the year under review 7 (seven) Board Meetings were convened and held on April
10, 2022,May 28, 2022, August 10, 2022, August 30, 2022, September 16, 2022, November 14,
2022 and January 14, 2023. The intervening gap between the respective two Meetings was in
accordance with the provisions prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and notification issued by
the Ministry of Corporate Affairs from time to time. The requisite quorum was present at
the all meetings of the Board. The attendance of the Directors at the Board Meetings is as
under:
Name of the Director |
Category |
Attendance Particulars |
No. of other Directo |
Committee Position in other Companies |
No. of Shares/Instru ments held on |
|
|
Board Meeting |
Last AGM |
rship |
Chairman |
Member |
31st March,2023 |
| 1. Mr. Manoj Kasliwal |
Promoters and |
07 |
Yes |
7 |
|
|
|
2. Mrs. Sharda Manoj Kasliwal |
NonExecutive Directors |
07 |
Yes |
7 |
|
|
|
3. Mrs. Rashmi Ahuja |
Independent and |
07 |
Yes |
|
|
|
|
4. Mr. Soumil Ekadi |
NonExecutive Directors |
07 |
Yes |
|
|
|
|
The Board has confirmed compliance with the code of conduct for members of the Board
and Senior Management.
Note:
No Director is related to any other Director except Mr. Manoj Kasliwal & Mrs.
Sharda Manoj Kasliwal who are Husband & Wife.
13. COMMITTEE OF THE BOARD:
During the year, the Board has Three Committees, as required under the Companies Act,
2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, as
follows:
a) Audit Committee b) Shareholders Grievance Committee c) Nomination and Remuneration
Committee
For effective and efficient functioning of the Company following committees was
established:
A. AUDIT COMMITTEE
The Audit Committee was constituted in accordance with the provisions of Section 177 of
Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015.
Terms of Reference:
The primary objective of the Audit Committee is to monitor and provide effective
supervision of the managements financial reporting process with a view to ensuring
accurate, timely and proper disclosure and transparency, integrity and quality of
financial reporting. The Audit Committee adheres to the Listing Regulations in terms of
quorum for its meetings, functioning, role and powers as also those set out in the
Companies Act, 2013. The said committee reviews report of the internal auditors, meet
statutory auditors, internal auditors periodically to discuss their findings and
suggestions, internal control system, scope of Audit, observation of the auditors and
other related matters and reviews major accounting policies followed by the Company. The
minutes of Audit committee meetings are regularly placed before the Board.
Composition:
The Committee comprise of three members out of which two are Non Executive &
Independent Directors and one is Promoter & Non Executive Director as on 31stMarch,
2023.
Meetings and Attendance
Five meetings of the Audit Committee of the company were held on May 28, 2022, August
10, 2022, August 30, 2022, November 14, 2022 and January 14, 2023. As at 31st
March, 2023, the composition of the Committee and the attendance details of Committee
Members at the meetings held during the period under review is as follows:
Name of the Directors |
Designation |
No. of Attended |
Meetings |
| Mr. Soumil Ekadi |
Chairman |
5 |
|
| Mrs. Rashmi Ahuja |
Member |
5 |
|
| Mrs. Sharda Manoj Kasliwal |
Member |
5 |
|
B. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee was constituted in accordance with the
provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015.
Terms of Reference:
Your Company has, on recommendation of the Nomination & Remuneration Committee
framed the Remuneration Policy which interalia lays down the criteria for identifying the
persons who are qualified to be appointed as Directors and/or Senior Management Personnel
of the Company, alongwith the criteria for determination of remuneration of Directors,
KMPs and other employees and their evaluation and includes other matters.
Composition:
The Committee comprise of three members out of which two are Non Executive &
Independent Directors and one is Promoter & Non Executive Director as on 31stMarch,
2023.
Meetings and Attendance
Two meetings of the Nomination & Remuneration Committee of the company were held on
August 30, 2022 and September 16, 2022.
As at 31st March, 2023, the composition of the Committee and the details of
Committee Members during the period under review as follows:
Name of the Directors |
Designation |
No. of Meetings Attended |
| Mrs. Rashmi Ahuja |
Chairman |
2 |
| Mr. Manoj Kasliwal |
Member |
2 |
| Mr. Soumil Ekadi |
Member |
2 |
C. SHAREHOLDERS GRIEVANCES COMMITTEE
Terms of Reference:
The Committee has been constituted to facilitate prompt and effective redressal of
shareholders complaints and reporting of the same to the Board periodically. The Company
has also appointed Purva Sharegistry (India) Pvt. Ltd., Mumbai a SEBI Registered
independent agency, as Registrar & Share Transfer Agent for handling Demat as well as
Physical Share Transfer work of the Company.
Composition:
The Committee comprise of three members out of which two are Non Executive &
Independent Directors and one is Promoter & Non Executive Director as on 31stMarch,
2023.
Meetings and Attendance
Four meetings of the Shareholders/ Investors Grievances Committee of the company were
held on May 28, 2022, August 10, 2022, November 14, 2022 and January 14, 2023. As at 31st
March, 2023, the composition of the Committee and the attendance details of Committee
Members at the meetings held during the period under review is as follows:
Name of the Directors |
Designation |
No. of Meetings Attended |
| Mr. Soumil Ekadi |
Chairman |
4 |
| Mrs. Rashmi Ahuja |
Member |
4 |
| Mr. Manoj Kasliwal |
Member |
4 |
Number of Complaints Received NIL Compliance Officer
Mr. Rajendra Kumar Mungar was Compliance Officer until CS Aakansha Kamley was appointed
as Company Secretary and Compliance Officer w.e.f. 16.09.2022.
CS Aakansha Kamley has thereafter resigned from the post of Company Secretary and
Compliance Officer w.e.f. 06.04.2023.Further, Mr. Rajendra Kumar Mungar was Compliance
Officer until CS Himani Jain was appointed as Company Secretary and Compliance Officer
w.e.f. 15.05.2023.
D. INDEPENDENT DIRECTORS MEETING
Pursuant to Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, an exclusive meeting of Independent Directors was also
held without the presence of Nonindependent directors & members of management. The
Independent Directors met on 14th January, 2023 inter alia to discuss: i. review the
performance of nonindependent directors and the Board as a whole; ii. review the
performance of the Chairperson of the company, taking into account the views of executive
directors and nonexecutive directors; iii. assess the quality, quantity and timeliness of
flow of information between the company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
14.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of loans, guarantees and investments covered under the provisions of section
186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements.
15.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR
FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF:
During the year under review, there were no instances where the Company required the
valuation for one time settlement or while taking the loan from the Banks or Financial
institutions.
16.DISCLOSURE OF RELATED PARTY TRANSACTIONS:
There were no contracts or arrangements made with related parties as referred under
Section 188 of the Companies Act, 2013 during the year under review.
17.DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors
hereby confirm that: a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as on 31st March, 2023 and of the profit
or loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of 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 ongoing concern basis;
e) The Directors had 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 had devised proper system to ensure compliance with the
provisions of all applicable laws and that such system were adequate and operating
effectively.
18.AUDITORS: a) Statutory Auditors;
At 36th Annual General Meeting held on September 30, 2019, Members of the
Company had appointed M/s. SPARK & Associates Chartered Accountants LLP (Previously
known as SPARK & Associates), Indore (M.P.) (Firm Registration No. 005313C), as
the Statutory Auditors of the Company, for a term of five consecutive years, from the
conclusion of 36thAnnual General Meeting till the conclusion of the 41stAnnual
General Meeting of the Company. The company has received from M/s. SPARK &
Associates Chartered Accountants LLP (Previously known as SPARK & Associates), Indore
(M.P.) (Firm Registration No. 005313C), an eligibility letter under section 141 of the
Companies Act, 2013 and rules made thereunder that they are not disqualified. The
members of the company authorized the board to fix the remuneration of Statutory Auditors
for each of the financial year separately on year to year basis. b) Secretarial
Auditor;
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed CS Dinesh Kumar Gupta, Practicing Company Secretary, Indore (M.P.) to
undertake the secretarial audit of the company for the year 202223by the Board of
Directors at its Meeting held on 30thAugust, 2022.
c) Cost Auditor;
Maintenance of cost records as specified by Central Government under sub section (1) of
Section 148 of the Companies Act, 2013, is not applicable to the Company. Hence the
Company is not required to appoint Cost Auditor during the year under report.
d) Internal Auditor;
M/s Sheetal Bala Bansal & Associates, Chartered Accountants (FRN: 013027C)
Indore (MP) have been appointed as an Internal Auditor of the Company for the financial
year 20222023by the Board of Directors at its Meeting held on30th August, 2022.
19.AUDITORS REPORT: a) Statutory Auditors Report;
The observations made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence do not call for any further comments under Section 134 of
the Companies Act, 2013.
b) Secretarial Audit Report;
Pursuant to the provisions of section 204 (1) of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the Company
has obtained a Secretarial Audit Report in the prescribed Form MR3,from CS DINESH KUMAR
GUPTA, Company Secretary in Practice, Indore (M.P.). The Secretarial Auditor Report is
annexed herewith as Annexure "I".
The secretarial Audit Report contains following qualifications, reservation and adverse
remark as follows:
a) As per Regulation 46 (2) of SEBI (LODR), 2015, various information/documents are not
disseminated on the website of the company.
b) Shareholding Pattern for quarter ended 31.12.2022 has been filed on 18.01.2023 under
Regulation 31 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. However, the company has received mail for
Discrepancies in the shareholding pattern. Thus, it was again filed on 25.01.2023.
The company thereafter received mail from BSE for Discrepancies in Shareholding Pattern
for the Period/ Quarter ended 31 March, 2023. The company found that due to inadvertence
and clerical mistake shareholding Pattern for the Period/Quarter ended 31st December, 2022
was incorrectly filed. It has rectified the discrepancies in shareholding Pattern for the
Period/Quarter ended 31st December, 2022 and filed revised shareholding Pattern for the
Period/Quarter ended 31st December, 2022 on 28.04.2023. Appropriate reply mail has also
been sent to BSE for the same.
c) CompliancesCertificate for the half year/quarter ended31.03.2022has been submitted
beyond the time period of 15 days from the end of quarter i.e. filed on 26.04.2022 under
Reg. 74 (5) of SEBI (DP) Regulations, 2018.
d) Disclosure by Promoters and Promoter Group under Regulation 31(4) of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 for the financial year ended 31.03.2022 has not been made to Stock Exchange. e)
Newspaper Advertisement for Publication of Financial Results has been published for the
half year/quarter ended 31.03.2022 beyond the specified time limit i.e. published on
01.06.2022 under Regulation 47 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
f) Intimation of Closure of Trading Window for the half year/quarter ended 31.03.2022
has been delayed and made on 11.04.2022 instead of 31.03.2022.
g) The company has not filed Form for Annual Return on Foreign Liabilities and Assets
(FLA) as on 31st March, 2022 with Reserve Bank of India.
Managements Reply:
Due to absolute inadvertence and owing to gap in internal office information, various
information/documents are not disseminated on the website of the company. As and when it
comes to the knowledge of the management of the company, it has initiated updating of
website of the company so as to make necessary compliances. The website of the company is
under maintenance.
The management of the Company has taken all necessary steps and actions to do proper
and timely compliance. It assures to do timely compliance in future under various
applicable acts & regulations.
20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
No frauds are reported by the auditors of the company under subsection (12) of Section
143 of the Companies Act, 2013, for the financial year ended 31st March, 2023.
21.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Your Directors have nothing to report on the aforesaid matters as your Company is not
engaged in manufacturing activities and has no foreign collaboration and has not exported
or imported any goods or services during the year.
Hence Conservation of energy and technology absorption pursuant to provisions of
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014: NIL
Foreign Exchange earned Nil Foreign Exchange used Nil
22. CODE OF CONDUCT:
Your Company has adopted a code of conduct for its Board of Director and the Senior
Management Personnel. The code requires the directors and employees of the Company to act
honestly, ethically and with integrity and in a professional and respectful manner. All
the Board Members and the Senior Management personnel have confirmed compliance with the
Code.
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of section 177(9) &(10) of Companies Act, 2013, read
with Rule 7 of Companies (Meetings and Board and its Powers) Rules, 2014and Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements), 2015the Company has adopted
a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports
its directors and employees to report instances of unethical behavior, actual or
suspected, fraud or violation of the Companys Code of Conduct of Ethics Policy. It also
provides for adequate safeguards against victimization of persons who use this mechanism
and direct access to the Chairman of Audit committee in exceptional cases.
24. INTERNAL FINANCIAL CONTROLS:
Your Company has in place adequate internal financial controls with reference to the
financial statements. During the year, in order to further strengthen the internal
financial controls, a renowned professional consultant firm was hired to conduct an
assessment of the existent internal financial controls and advise on best practices for
adoption.
25. PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct for Prevention of Insider Trading in
accordance with the Model Code of Conduct, as prescribed under Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulation, 2015, as amended and has duly
complied with provisions of the said code.
26. BUSINESS RISK MANAGEMENT:
The Company has in place a mechanism which highlights the Companys practices and risk
management framework to identify, assess, monitor and mitigate various risks and manage
the uncertainties to key business objectives and the Companys internal control systems
are commensurate with the nature of its business and the size and complexity. The Company
manages, monitors and reports on the principal risks and uncertainties that can impact its
ability to achieve its strategic objectives.
27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility Reporting as required by Regulation 34(2) (f) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and the amendment
dated May 5, 2021, with effect from financial year 20222023, the top one thousand listed
entities based on market capitalization shall submit a Business Responsibility and
Sustainability Report (BRSR) in the format as specified by the Board from time to time.
Since the Company was not in top 1000 listed entities, the Company shall not be
required to submit BRSR under Regulation 34(2)(f ) of the SEBI LODR Regulations.
28. INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
The Company has not appointed any employee(s) in receipt of remuneration exceeding the
limits specified under Rule 5(2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. Although according to provisions of the
Act, constitution of ICC is not mandatory on the Company. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
During the financial year 202223, no case in the nature of sexual harassment were
reported at any workplace of the Company.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There is no significant and material order passed by the regulators or courts or
tribunal impacting the going concern status and Companys operations in future.
31. INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there are no proceedings initiated/pending against the
Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the
business of the Company.
32. SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:
Your Company does not have any Subsidiary, Joint Venture or Associate Companies.
33. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards i.e. SS1 and SS2, relating
to
‘Meetings of the Board of Directors and ‘General Meetings, respectively as
specified by the
Institute of Company Secretaries of India.
34. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
Your Company has, on the recommendation of the Nomination & Remuneration Committee
framed a Remuneration Policy which interalia lays down the criteria for identifying the
persons who are qualified to be appointed as Directors and/or Senior Management Personnel
of the Company, alongwith the criteria for determination of remuneration of Directors,
KMPs and other employees and their evaluation and includes other matters provided under
section 178(3) of the Companies Act, 2013.The details of this policy are explained in the Annexure
‘II.
a) Details of Remuneration of Directors;
Your Company has not paid any remuneration to its Directors.
b) Details of Remuneration of Key Managerial Personnel;
Name |
Designation |
Remuneration paid |
Remuneration paid |
|
|
period ended 2022 23 |
period 202122 ended |
1. Mr. Rajendra Kumar Mungar |
Chief Financial Officer |
Rs. 1,20,000/ P.A. |
Rs. 1,20,000/ P.A. |
2. Ms. Deepti Dubey |
Chief Executive Officer |
Rs. 1,20,000/ P.A. |
Rs. 1,20,000/ P.A. |
3. Ms. Aakansha Kamley (Appointed w.e.f. 16.09.2022 and Resigned
w.e.f. 06.04.2023) |
Company Secretary |
Rs. 1,46,700/P.A. |
NIL |
4. Ms. Pranjali Dubey (Resigned w.e.f. 20.03.2022) |
Company Secretary |
NIL |
Rs. 4,36,650/ P.A. |
35. ANNUAL RETURN:
In accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013,
the Annual Return, as required under sub section (3) of the Section 92 of the Companies
Act, 2013, is available on the Companys website atwww.premiercapitalservices.in.
36. MANAGEMENT DISCUSSION AND ANALYSIS:
As per Regulation 34 of the SEBI (listing Obligations and Disclosure Requirements)
Regulations, 2015 with Stock Exchange, your Company is required to give a note on
management discussion and analysis with regard to Companys perception. A report on the
same is annexed herewith as
Annexure "III."
37. CORPORATE GOVERNANCE:
Your Company is not required to submit Corporate Governance Report as the equity share
capital and net worth of the Company is less than required limits as on the last date of
the previous financial year. Provided that where the provision of the Act becomes
applicable to the Company at a later date, the Company shall comply with the requirement
within six month from the date on which the provisions become applicable to the Company.
38. REVISION OF ANNUAL FINANCIAL STATEMENTS
There was no case of revision in financial statement during the year.
39. VOTING RIGHTS OF EMPLOYEES
There were no voting rights exercised by any employee of the Company pursuant to the
section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules,
2014.
40. ACKNOWLEDGEMENTS:
Your Directors would like to express their grateful appreciation for assistance and
cooperation received from Banks, Government Authorities, Investors, Stock Exchange and
Members during the year under review and thank to all the shareholders for their continued
support. The Board of Directors also place on record its sincere appreciation of the
commitment and hard work put in by the Management and Employees of the Company.
|
For and on behalf of the Board |
|
Sd/ |
|
Manoj Kasliwal |
| Date : 28.08.2023 |
Chairman |
| Place : Indore |
(DIN: 00345241) |
REGISTERED OFFICE |
|
| 4, Bhima Vaitarna Complex, |
|
| Sir Pochkhanwala Road, |
|
| Worli, Mumbai, (MH) 400 030 |
|
| CIN: L65920MH1983PLC030629 |
|
+91-9892691696
