Prithvi Exchange (India) Ltd Directors Report.

DIRECTORS REPORT FOR THE YEAR ENDED 31stMARCH, 2019

Dear Shareholders,

We have pleasure in presenting the 24thAnnual Report and Audited Statements of Accounts of the Company for the yearended 31stMarch, 2019.

FINANCIAL RESULTS AND STATE OF COMPANYS AFFAIRS

The financial results for the yearended 31stMarch, 2019 are as under:

Rs. (In.Lacs)

Particulars 31.03.2019 31.03.2018 31.03.2017
Income 1,094 968 952
Total Expenses 706 671 625
Profit before depreciation 406 316 343
Depreciation 18 19 16
Profit/(loss) before Tax 388 297 327
Provision for taxation 144 113 115
Profit/(loss) After Tax 244 184 212

STATE OF COMPANYS AFFAIRS

Our Company has earned a net profit of INR. 2.44 crores compared to the previous year net profit which was INR. 1.84 crores (ie) 33% growth of net profit.

CHANGES IN SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2019 was Rs. 5,49,97,670/- comprising 54,99,767 shares of 10/- each. During the year under review the company has not made any fresh issue of shares.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There was no material change or commitment, affecting the financial position of the Company between the end ofthe financial year of the Company and the date of the report other than those disclosed in the financial statements.

DIVIDEND

The board recommended an interim dividend, on 25th May 2019, of Rs.0.75 Per share exclusive of dividend tax which will absorb a sum of Rs. 41.25 lakhs.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the Companies Act, 2013 any unclaimed or unpaid Dividend relating to the financial year 2011-12, will be transferred to the Investor Education and Protection Fund established by the Central Government, afterthe conclusion of this Annual General Meeting.

TRANSFER TO GENERAL RESERVE

The company has transferred the surplus amount to Reserves & surplus account.

FIXED DEPOSIT

The company has not accepted any fixed deposit during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans given and investment made by the company have been given in notes to the Financial Statement.

The company has not given any guarantee / security during the year pursuant to the provisions of Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Name of Director Designation
Mr. Deenadayalan Kuppuswamy Narayanaswamy Chairman (Independent Director)
Mr. Pavan Kumar Kavad Whole-time Director
Ms. Anuradha Jayaraman Independent Director
Mr. Mahavir Chand Independent Director
Mr. Suresh Kumar Director
Mr. S P Mahesh Chief Financial Officer
Mr. Prince Thomas Company Secretary

There was no change in the composition of the Board of Directors of the Company since last Annual General Meeting.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Suresh Kumar, Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. Your directors recommend the re-appointment of Mr. Suresh Kumar.

Key managerial personnel Ms. Gayathri, resigned from the position of Company Secretary on 10th August 2018 and Mr. Prince Thomas got appointed as Company Secretary on 01st February 2019.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (the Listing Regulations). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management..

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any joint venture, subsidiary or associate company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its various committees. The directors held separate discussions with each of the Directors of the Company and obtained theirfeedbackon overall board effectiveness as well as each of the other Directors.

A Separate meeting of the independent directors was convened, which reviewed the performance of the Board (as a whole),thenon- independent directors and the Chairman Post the separate meeting of the Independent Directors, collective feedback of each Independent Directors, was discussed by the Chairman of the meeting.

MEETINGS OF THE BOARD OF DIRECTORS

During the year 2018-2019, Six (6) Board meetings were held on the following dates:

Date of Meeting No. of Directors entitled to attend meeting No. of Directors attended meeting
19-05-2018 5 4
10-08-2018 5 4
05-10-2018 5 3
10-11-2018 5 4
05-01-2019 5 3
02-02-2019 5 4

COMPOSITION OF AUDIT COMMITTEE

The composition of the members of the Committee is as under:

Name of Member Designation
Mr. Deenadayalan Kuppuswamy Narayanaswamy Chairman
Ms. Mahradh a" Jayaraman Member
Mr. Pavan Kumar Kavad Member

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company http:// prithvifx.com/.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178. The said Policy is available on the website of the Company - http://prithvifx.com/

CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report as Annexure E.

STATUTORYAUDITORS

Ms.Diyali B and Associates (Membership number 242354), Chartered Accountants, Chennai, are the Statutory Auditors of the Company.

There are no qualifications or reservations or remarks made by the auditors in their report. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s V. Esaki & Associates, a firm of Company Secretaries to undertake the Secretarial Audit of the Company. The report on the Secretarial Audit carried out for the year 2018-19 is annexed here with as Annexure-B The Secretarial Audit Report is self-explanatory.

COST AUDITORS

The provisions of section 148 of the Act are not applicable to our company.

RELATED PARTY TRANSACTIONS

There were no significant related party transactions made by the company with related parties which might have potential conflict with the interest of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section134 (3) (c) read with section134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that they had:

i. Followed the applicable accounting standards in the preparation of the financial statements forthe financial year 2018-19 and there are no material departures;

ii. 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 at the end of the financial year and of the profit of the Company forthe year under review;

iii. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company, preventing and detecting fraud and other irregularities and

iv. Prepared the financial statements for the financial year on a going concern basis.

v. Laid down internal financial controls to be followed by the Company and such internal financial controls were adequate and were operating effectively.

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

BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013. In the opinion of the board there is no risk that may threaten the existence of the Company. The details of the risk and threat as perceived by the company on a cautionary basis are annexed in the Management and discussion analysis report.

EXTRACT OF ANN UAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed here with as Annexure-C.

PARTICULARS OF EMPLOYEES

Section 197 Read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 in respect of employees of the Company is annexed as Annexure- D. Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to our Company.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2018-19, the Company has not received any complaints on sexual harassment.

OTHER DISCLOSURES

a) The Internal control systems and adequacy are discussed in detail in the Management Discussion and Analysis annexed to the Directors Report as "Annexure A"

b) The Company has established a formal vigil mechanism named Prithvi Whistle Blower Policy for reporting improper or unethical practices or actions which are volatile of the code of conduct of the Company. There was no instance reported during the year under review through this.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND EXPENDITURE

The information on conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is NIL.

NO SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACTS THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

ACKNOWLEDGMENTS

Your directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the companys employees at all levels.

For and on behalf of the Board
Sd/-
Pavan Kumar Kavad
Place: Chennai Whole Time Director
Date: 10-08-2019 DIN: 07095542

PLEASE NOTE THAT WHEREVER THE NAME OF THE DIRECTOR APPEARS, THE SAME BE READ WITH THE DIN OF THE CONCERNED DIRECTORS AS MENTIONED BELOW:

:s.no DIN Name of the Directors
1 02910246 Mr. Deenadayalan Kuppuswamy Narayanaswamy
2 07095542 Mr. Pavan Kumar Kavad
3 06691575 Mr. D. Suresh kumar
4 00671041 Mr. Mahavir Chand
5 00747419 Ms. Anuradha Jayaraman