Premier Capital Services Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their 36th 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, 2019.

1. FINANCIAL RESULTS:

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

( Amount in Lacs.)
Particulars Year Ended 31st March, 2019 Year Ended 31st March, 2018
Total Revenue 6.27 7.49
Profit/(Loss) before Finance Cost, depreciation / amortisation expenses & Tax 2.26 (1.81)
Less: Finance Cost (0.04) 0.05
Profit/ (Loss) before depreciation expenses & Tax 2.30 (1.86)
Less: Depreciation/ amortisation expenses 0.00 0.05
Profit/ (Loss) before tax 2.30 (1.91)
Less: Tax expenses - -
Profit/ (Loss) for the year 2.30 (1.91)

2. OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the year under review, the company does not indulge itself into any business. The Total Revenue of the Company is Rs. 6.27 Lac and has incurred a net profit of Rs.2.30 Lac. Your Directors are hopeful that the Company would perform better in coming years.

During the year, there has been no change in the nature of business of the Company.

3. 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.

4. SHARE CAPITAL:

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

5. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2019.

6. TRANSFER TO RESERVES:

Your Directors do not proposed any amount to be transferred to the Reserves for the year ended 31st March, 2019.

7. 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.

8. 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.

9. 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) Resignation of Director:

Mr. Rajkumar Bhasin (DIN: 07101758) has resigned from the Directorship of the Company w.e.f. August 16, 2018. Your Directors place on record their appreciation for the invaluable guidance and services render during his tenure to the Company.

c) Re-appointment of Independent Directors:

Pursuant to the provisions of the Companies Act, 2013 ("the Act") and Clause 49 of the erstwhile Listing Agreement, Mr. Ashwani Kumar Bhat (DIN: 03380458) and Mrs. Rashmi Ahuja (DIN: 03385181) were appointed as an Independent Non-Executive Directors to hold office for five consecutive years for a term up to the conclusion of this Annual General Meeting of the Company by the Members at its 31st Annual General Meeting held on 29th September, 2014. They are eligible for re-appointment as an Independent Directors for second term of five consecutive years.

Pursuant to the provisions of the Act, based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the Members through Special Resolution at the ensuing Annual General Meeting re-appointment of Mr. Ashwani Kumar Bhat (DIN:03380458) and Mrs. Rashmi Ahuja (DIN:03385181) as an

Independent Diretors for second term of five consecutive years from the conclusion of this Annual General Meeting of the Company till the conclusion of 41st Annual general meeting of the Company.

The Company has received notices under Section 160 of the Companies Act, 2013 from member(s) signifying intention to propose the candidature of the above persons for the office of Independent Director(s) of the Company. The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 (6) of the Act and under Regulation 16 of the Listing Regulations. Further, they have also confirmed that they are not disqualified from being appointed as Directors under Section 164 of the said Act and have given their consent to act as a Director of the Company, being eligible for re-appointment as Independent Directors.

Profile and other information of the aforesaid Directors, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 forms part of the notice convening the ensuing Annual General Meeting. The

above proposal for re-appointment forms part of the Notice of the 36th Annual General Meeting and the relevant Resolutions are recommended for your approval therein.

As on 31st March, 2019, the Board of Directors of the company comprised of Four Directors including, Woman Director and two Non-executive Independent Directors. The Composition of Board is in conformity with the provisions of Companies Act, 2013 and Listing Regulations.

d) Key Managerial Personnels:

The Board of Directors at its Meeting held on August 12, 2019 appointed Ms. Pranjali Dubey as the Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company w.e.f. August 12, 2019.

Mr. Rajendra Kumar Mungar - Chief Financial Officer, Mrs Deepti Dubey - Chief Executive Officer and Ms. Pranjali Dubey - Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on the date of this report

e) 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.

10. 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.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS :

Board Composition and Category of Directors

As on 31st March, 2019, the Board of Directors of the company comprised of Four Directors including, Woman Directors and two Non-executive 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 May 30, 2018, August 14, 2018, August 31, 2018, November 13, 2018 and February 11, 2019. The intervening gap between the respective two Meetings was within the as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. 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 Directorship

Committee Position in other Companies

No. of Shares/Instrments held on 31st March,2019
Board Meeting Last AGM Chairman Member
1. Mr. Manoj Kasliwal Promoters and Non-Executive Directors 05 Yes 8 - - 6144890
2. Mrs. Sharda Manoj Kasliwal 05 Yes 7 6144880
3. Mr. Ashwani Kumar Bhat Independent and Non-Executive Directors 05 No 1 - - -
4. Mrs. Rashmi Ahuja 05 No - - -
5. *Mr. Rajkumar Bhasin 02 NA

*Mr. Rajkumar Bhasin reigned w.e.f. 16.08.2018.

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.

12. 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 2018-19:

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 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 31st March, 2019.

Meetings and Attendance

Four meetings of the Audit Committee of the company were held on May 30, 2018, August 14, 2018, November 13, 2018 and February 11, 2019.

As at 31st March, 2019, 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. Ashwani Kumar Bhat Chairman 4
*Mr. Rajkumar Bhasin Member 2
Mrs. Rashmi Ahuja Member 4
Mrs. Sharda Manoj Kasliwal Member 2

*Mr. Rajkumar Bhasin has resigned w.e.f 16.08.2018.

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, 2019.

Meetings and Attendance

As at 31st March, 2019, 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 Nil
*Mr. Rajkumar Bhasin Member Nil
Mr. Ashwani Kumar Bhat Member Nil
Mr. Manoj Kasliwal Member Nil

*Mr. Rajkumar Bhasin has resigned w.e.f. 16.08.2018.

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, 2019.

Meetings and Attendance

Four meetings of the Shareholders/ Investors Grievances Committee of the company were held on May 30, 2018, August 14, 2018, November 13, 2018 and February 11, 2019.

As at 31st March, 2019, 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. Ashwani Kumar Bhat Chairman 4
*Mr. Rajkumar Bhasin Member 2
Mrs. Rashmi Ahuja Member 4
Mr. Manoj Kasliwal Member 2

*Mr. Rajkumar Bhasin has resigned w.e.f 16.08.2018.

Number of Complaints Received NIL

Compliance Officer

Mr. Rajendra Kumar Mungar was Compliance Office until CS Pranjali Dubey was appointed as Company Secretary and Compliance Officer w.e.f. 12.08.2019.

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 11th February, 2019 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.

13. 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.

14. DISCLOSURE OF RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the year under review were on arms length basis and in the ordinary course of business. The Audit Committee has given prior approval for the Related Party Transactions. The policy on Related Party Transactions is approved and adopted by the Board. Details of material contracts or arrangement or transaction at arms length basis is annexed herewith as AOC-2 in Annexure - "I".

15. DIRECTOR S 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, 2019 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.

16.AUDITORS:

a) Statutory Auditors;

M/s. Bipin Zavar & Associates, Chartered Accountants, Mumbai, Maharashtra (Firm Registration No.121523W), the Statutory Auditors of the Company, hold office till the conclusion of the 36th Annual General Meeting of the Company. On recommendation of Audit Committee, the Board has proposed the appointment of M/s. SPARK & Associates, Chartered Accountants, Indore (M.P.) (Firm Registration No. 005313C), as the Statutory Auditors of the Company in their place, for a term of five consecutive years, from the conclusion of this 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, 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 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 Prem Batra, Company Secretary in Practice, Indore (M.P.), to undertake the Secretarial Audit of the Company for the year 2019-20.

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 2018-19 by the Board of Directors at its Meeting held on 31st August, 2018.

17.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 MR-3,from CS Prem Batra, Company Secretary in Practice, Indore (M.P.). The Secretarial Auditor Report is annexed herewith as Annexure - "II".

The secretarial Audit Report contains following qualifications, reservation and adverse remark as follows:

a) The website of the company "http://premiercapitalservices.in/ " under Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is under maintenance as on the date of signing of this certificate.

b) Corporate Governance under Regulation 27 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Quarter ended 30.09.2018 and 31.12.2018 has been filed beyond fifteen days from the end of each quarter i.e. filed on 31.10.2018 and 29.01.2019 respectively.

c) Disclosure by promoters under Regulation 30 (1) and 30(2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the financial year ended 31.03.2018 and 31.03.2019 has been filed beyond seven working days from the end of the financial year i.e. filed on 24.04.2018 and 10.04.2019 respectively.

d) The remote E-voting period should have started on 23rd September, 2018 (at 9.00 A.M.) and ended on 25th September, 2018 (at 5.00 P.M.). However, the remote e- voting period starts on 24th September, 2018 (at 07.30 P.M.) at CDSL e-voting platform and continues even after the conclusion of Annual General Meeting and finally ends on 26th September, 2018 (at 05.00 P.M.). As per the CDSL system, date of Annual General Meeting is appearing as 27th September, 2018, therefore the finalization of e-voting has been made on 27th September, 2018 at 11.11 A.M.

Also, voting result has been filed beyond the time period of forty eight hours from conclusion of Annual General Meeting i.e. on 09.10.2018 at 06:25 P.M.

e) Outcome of Board Meeting under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has not been filed for Board Meetings held on 30.05.2018, 14.08.2018, 13.11.2018 & 11.02.2019 and for Board Meeting dated 31.08.2018, has been filed beyond the time period of thirty minutes from conclusion of the Board Meeting.

f) Notice of Board Meeting under Regulation 29 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has not been filed for Board Meeting dated 31.08.2018.

g) Listing fees and other charges to be paid to Recognized Stock Exchanges under Regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has not been paid for the financial year 2018-19 and 2019-20.

h) Financial Results for 30th September, 2018 under Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed beyond forty five days from the end of each quarter i.e. filed on 28.11.2018.

i) Financial Results for 31st March, 2018 under Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed beyond sixty days from the end of year i.e. filed on 06.06.2018.

j) notice of meeting of the board of directors where financial results were discussed has not been published in newspaper and not intimated to stock exchange under Regulation 30 & 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

k) Newspaper Advertisement for Publication of Financial Results has not been published for the half year/quarter ended 30.09.2018 and 31.12.2018 under Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

l) Intimation for newspaper Advertisement for Publication of Financial Results has not been made to stock exchange under Regulation 30 & 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

m) Notice of Annual General Meeting and e-voting process has not been published in newspaper and has not intimated to stock exchange under Regulation 30 & 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

n) Announcement for resignation of Mr. Rajkumar Bhasin (DIN: 07101758), Director dated 16.08.2018 under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed beyond twenty four hours from occurrence of event i.e. on 24.08.2018.

o) The company Secretary has resigned w.e.f 30.10.2017 and thereafter Company Secretary was appointed w.e.f 12.08.2019.

Managements Reply:

The Secretarial Audit Report for the financial year ended 31.03.2019 does not contain any qualifications or reservations by the Secretarial Auditor. The observations made in the report are self explanatory.

The delay/non-filing of returns/information/disclosures to the stock exchange/other statutory or regulatory authorities is due to absolute inadvertence and owing to gap in internal office information.

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. It also assures that rectifiable non-compliance in the financial year 201819 shall be rectified shortly.

The company has also appointed whole-time Company secretary cum compliance officer to do proper and timely compliance under various applicable acts & regulations.

18. 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, 2019.

19. 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

20. 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.

21. 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 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2018-19, no case in the nature of sexual harassment were reported at any workplace of the Company.

27. 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.

28. SUBSIDIARY/ ASSOCIATE COMPANIES AND JOINT VENTURE:

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

29. SECRETARIAL STANDARDS:

During the period under review your Company has complied with all the procedure with respect to conduct Board Meeting, General Meeting and maintenance of Minutes and all other applicable secretarial standard time to time.

30. 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 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 III.

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 2018-19 Remuneration paid period ended 2017-18
1. Mr. Rajendra Kumar Mungar Chief Financial Officer Rs. 1,45,000/- P.A. Rs. 1,00,870/- P.A.
2. Ms. Deepti Dubey Chief Executive Officer Rs. 1,45,000/- P.A. Rs. 1,00,240/- P.A.

31. EXTRACT OF ANNUAL RETURN:

Pursuant to the requirements under section 92(3) and section 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and administration) Rules, 2014, extract of the Annual Return in prescribed Form MGT-9 is annexed herewith as Annexure - "IV"

32. 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 - "V."

33. 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.

34. 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.

35. 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 : 03.09.2019 Chairman
Place : Indore (DIN: 00345241)
REGISTERED OFFICE
4, Bhima Vaitarna Complex,
Sir Pochkhanwala Road,
Worli, Mumbai, (MH) 400 030
CIN: L65920MH1983PLC030629

Annexure - "I"

FORM AOC-2

(Pursuant to clause (h) of sub-section 134 of the companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Details of Contracts or Arrangement or Transaction not at Arms Length Basis as Under;

(a) Name (s) of the related party and nature of relationship: Nil
(b) Nature of the contracts or arrangement or transaction: Nil
(c)duration of the contracts or arrangement or transaction: Nil
(d) Salient terms of contracts or arrangement or transaction including the value, if any: Nil
(e)Justification for entering into such contract or arrangements or transactions: Nil
(f) Date of approval by the Board, if any; Nil
(g) Amount paid as advance, if any: Nil
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Nil

Details of Material Contracts or Arrangement or Transaction at Arms Length Basis as Under;

a) Name of the related party and nature of relationship: M/s. Pumarth Credit and Capital Limited Common Directors
b) Nature of the contracts or arrangement or transaction: The transactions entered are in the ordinary course of business and on arms length basis.
Nature of Contract - Company has paid Brokerage to M/s. Pumarth Credit and Capital Limited.
c) Duration of the contracts: Transactions perpetual and ongoing in nature
d) Salient terms of contracts or arrangement or transaction including the value, if any: Company Transaction brokerage on share trading to the Company Rs.6,460/- (Rupees Six Thousand Four Hundred Sixty Only)
e) Date of approval by the Board, if any; 30 May, 2018
f) Amount paid as advance, if any: Nil

*The Board of Directors has taken note for the above mentioned transactions in the meeting held on 30 May, 2018.

Annexure "III"

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

The Policy on Nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employee has been formulated in compliance with Section 178 of the Companies Act, 2013 read along with the regulation 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and other employee has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee will consist of three or more nonexecutive directors, out of which at least one-half shall be independent director(s), provided that Chairperson of the Company may be appointed as a member of this Committee but shall not chair such Committee. The Board shall reconstitute the Committee as and when required to comply with the provisions of the Companies Act, 2013 and applicable statutory requirements including the Listing Agreement.

OBJECTIVE OF THE NOMINATION AND REMUNERATION POLICY IS TO ENSURE THAT:-

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTE AND INDEPENDENCE OF DIRECTOR

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

b) A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

POLICY FOR REMUNERATION TO DIRECTORS/KMPs/SENIOR MANAGEMENT PERSONNEL

The committee is responsible for reviewing and making recommendation to the Board on:

a) The remuneration of Managing director, Whole-time director and KMPs;

b) The Remuneration Policy for all the employees including KMPs senior management and other employees including base pay, incentives payment, equity awards, retirement right and having regards to the need to:

i) attract and motivate talent to pursue the Companys long term growth;

ii) demonstration a clear relationship between executive compensation and performance; and

iii) be reasonable and fair, having regard to the best governances practice and legal requirements;

Nomination and Remuneration Committee shall recommend the remuneration including the commission to Directors/KMPs/Senior Management Personnel. This will be then approved by the Board and Shareholders. Prior approval of shareholders will be obtained whenever applicable.