Premier Capital Services Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 39th Annual Report on the business and operations of your Company together with the Audited Financial Statements and the Auditor’s Report for the year ended 31st March, 2022.

1. FINANCIAL RESULTS:

Financial results of the Company for the year under review are as follows:-

(Amount in Lacs.)

Particulars Year Ended 31st March, 2022 Year Ended 31st March, 2021
Total Income 23.91 0.91
Profit/(Loss) before Finance Cost, depreciation / amortisation expenses & Tax (11.85) (38.56)
Less: Finance Cost 0.00 0.00
Profit/ (Loss) before depreciation expenses & Tax (11.85) (38.56)
Less: Depreciation/ amortisation expenses 0.00 0.00
Profit/ (Loss) before tax (11.85) (38.56)
Less: Tax expenses Deferred Tax 0.00 4.34
Profit/ (Loss) for the year (11.85) (42.90)

2. OPERATIONS AND STATE OF COMPANY’S AFFAIRS:

During the year under review, the company recorded Total Income of Rs. 23.91 Lac and was Rs. 0.91 Lac during 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. REVOCATION OF SUSPENSION OF TRADING:

The Company had received the order of Suspension of Trading w.e.f. 4th March, 2015 vide letter dated 27th February, 2015 from BSE Ltd., in response to which the Company has taken the appropriate action for Revocation of Suspension of trading of the Company. The Company has also paid all the outstanding Annual Listing Fees along with interest and arrears of previous years and provided all the documents required by the esteemed exchange for revocation of suspension of trading in the equity shares of the Company. As a result of which the Company got its revocation from Suspension of Trading in the Equity Shares by BSE Limited vide their notice dated 30th April 2021. The Trading in the securities of the company was also resumed with effect from 5th May 2021.

4. 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 2021-22 & 2022-23 has been duly paid.

5. 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 and the date of the report which will affect the financial position of the Company.

6. SHARE CAPITAL:

During the year under review, there have been no changes in the share capital of the Company.

7. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2022.

8. TRANSFER TO RESERVES:

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31st March, 2022.

9. 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.

10.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.

11.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.

Ms. Pranjali Dubey has resigned from the post of Company Secretary and Compliance Officer of the company w.e.f. 20.03.2022.

c) Declaration by Independent Directors;

All Non-Executive 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.

12.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 non-independent 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.

13.NUMBER OF MEETINGS OF BOARD OF DIRECTORS :

Board Composition and Category of Directors

As on 31st March, 2022, the Board of Directors of the company comprised of Four Directors including, Woman Independent Directors, two Non-executives and one Independent Directors. 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 5 (five) Board Meetings were convened and held on June 29, 2021, August 12, 2021, August 30, 2021, November 13, 2021 and February 10, 2022. 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:

Sl. No. Name of the Director Category Attendance Particulars No. of other Committee Position in other Companies No. of Shares/Instru ments held on 31st March, 2021
Board Meeting Last AGM Chairman Member
1. Mr. Manoj Kasliwal Promoters and 05 Yes 8 - - 6144890
2. Mrs. Sharda Manoj Kasliwal Non-Executive Directors 05 Yes 7 - - 6144880
3. Mrs. Rashmi Ahuja Independent and 05 Yes 1 - - -
4. Mr. Soumil Ekadi Non-Executive Directors 05 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.

14. COMMITTEE OF THE BOARD:

During the year, the Board has Three Committee, 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 the Board had established following committees for the year 2021-2022:

A. AUDIT COMMITTEE

The Audit Committee was reconstituted 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 management’s 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 31st March, 2022.

Meetings and Attendance

Five meetings of the Audit Committee of the company were held on June 29, 2021, August 12, 2021, August 30, 2021, November 13, 2021 and February 10, 2022. As at 31st March, 2022, 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 reconstituted 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 inter-alia 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 31st March, 2022.

Meetings and Attendance

Two meetings of the Audit Committee of the company were held on August 12, 2021 and November 13, 2021.

As at 31st March, 2022, 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 31st March, 2022.

Meetings and Attendance

Four meetings of the Shareholder’s/ Investor’s Grievances Committee of the company were held on June 29, 2021, August 12, 2021, November 13, 2021 and February 10, 2022. As at 31st March, 2022, 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

CS Pranjali Dubey was appointed as Company Secretary and Compliance Officer of the Company. (Resigned w.e.f. 20.03.2022).

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 Non-independent directors & members of management. The Independent Directors met on 10th February, 2022 inter alia to discuss: i. review the performance of non-independent 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 non-executive 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.

15.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.

16.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.

17.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.

18.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, 2022 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.

19.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 36th Annual General Meeting till the conclusion of the 41st Annual 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.

It is informed that name of the Statutory Auditors of the Company has been changed from SPARK & Associates to SPARK & Associates Chartered Accountants LLP w.e.f. 9th June, 2021.

b) Secretarial Auditors;

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 2021-22 by the Board of Directors at its Meeting held on 30th August, 2021.

c) Cost Auditors;

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 Auditors;

M/s Sheetal Bala Bansal & Associates, Chartered Accountants (FRN: 013027C) Indore (MP) have been appointed as an Internal Auditors of the Company for the financial year 2021-2022 by the Board of Directors at its Meeting held on 30th August, 2021.

20.AUDITOR’S REPORT:

a) Statutory Auditor’s 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 MR-3,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.

Management’s 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.

21. 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 sub-section (12) of Section 143 of the Companies Act, 2013, for the financial year ended 31st March, 2022.

22.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

23. 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.

24. 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, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the 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 Company’s 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.

25. 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.

26. 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.

27. BUSINESS RISK MANAGEMENT:

The Company has in place a mechanism which highlights the Company’s practices and risk management framework to identify, assess, monitor and mitigate various risks and manage the uncertainties to key business objectives and the Company’s 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.

28. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to the Company for the financial year ending March 31, 2022.

29. 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.

30. 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 2021-22, no case in the nature of sexual harassment were reported at any workplace of the Company.

31. 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 Company’s operations in future.

32. 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.

33. SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

Your Company does not have any Subsidiary, Joint Venture or Associate Companies.

34. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively as specified by the Institute of Company Secretaries of India.

35. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES:

Your Company has, on the recommendation of the Nomination & Remuneration Committee framed a Remuneration Policy which inter-alia 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;

Sl. No. Name Designation Remuneration paid period ended 2021-22 Remuneration paid period ended 2020-21
1. Mr. Rajendra Kumar Mungar Chief Financial Officer Rs. 1,20,000/-P.A. Rs. 1,30,000/- P.A.
2. Ms. Deepti Dubey Chief Executive Officer Rs. 1,20,000/- P.A. Rs. 1,30,000/- P.A.
3. Ms. Pranjali Dubey Company Secretary Rs. 4,36,650/-P.A. Rs. 4,65,000/- P.A.

36. 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 Company’s website at www.premiercapitalservices.in.

37. 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 Company’s perception. A report on the same is annexed herewith as Annexure "III."

38. 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.

39. REVISION OF ANNUAL FINANCIAL STATEMENTS

There was no case of revision in financial statement during the year.

40. 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.

41. ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for assistance and co-operation 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 : 30.08.2022 Chairman
Place : Indore (DIN: 00345241)
REGISTERED OFFICE
4, Bhima Vaitarna Complex,
Sir Pochkhanwala Road,
Worli, Mumbai, (MH) 400 030
CIN: L65920MH1983PLC030629