Prithvi Exchange (India) Ltd Directors Report.

FOR THE YEAR ENDED 31" MARCH, 2021

Dear Shareholders,

We have pleasure in presenting the 26lh Annual Report and Audited Statements of Accounts of the Company for the year ended 31" March, 2021.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

Pursuant to circulars from the Ministry of Corporate Affairs ("MCA") dated 8 April 2020, 13 April 2020,5 May 2020 and 13 January 2021, read with SEBI Circulars dated 12May 2020 and 15January 2021, relaxation has been afforded to the companies in respect of sending physical copies of annual report to members and conducting AGM through VC/OAVM till 31 December 2021. Accordingly, the financial statements (including Directors Report, Corporate Governance Report. Management Discussion & Analysis, Auditors Report and other documents to be attached therewith) for this year as well are being sent through electronic mode to those members whose email addresses are registered with the Companys Registrar and Share Transfer Agent viz., Integrated Registry Management Services Private Limited, and whose names appear in the Register of Members as on Wednesday, 4lh, August 2021. The Company has also made arrangements for those members who have not yet registered their email address to get these registered by following the procedure prescribed in the notice of AGM.

FINANICIAL RESULTS AND STATE OF COMPANYS AFFAIRS

The financial results for the year ended 31" March, 2021 are as under:

Rs. in Lakhs

Standalone Consolidated
Particulars 31.03.2021 31.03.2020 31.03.2019 31.03.2021
Income 481 1111 1,094 481
Total Expenses 735 827 706 735
Profit before depreciation -231 303 406 -231
Depreciation 23 19 18 23
Profit/(loss) before Tax -253 283 388 -253
Provision for taxation -64 78 144 -64
Profit/(loss) After Tax -189 205 244 -189

STATE OF COMPANYS AFFAIRS

Consequent to the severe impact of COV1D -19 in the Foreign Exchange business sector, the Company reported a higher Loss after tax both standalone and consolidated of INR. (1,89,11,370) compared to the previous year net profit which was TNR 2,05,61,124/-.

CHANGES IN SHARE CAPITAL

The Paid up Equity Share Capital as on March 31, 2021 was Rs. 8,24,96,500/- comprising of 82,49,650 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity share and shares with differential voting rights nor granted stock options /sweat equity.

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

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

DIVIDEND

Your Company is not declaring any dividend for the current Financial Year as the company is proposing to fund new projects & strive for business excellence.

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 fi nancial year 2013-14, will be transferred to the Investor Education and Protection Fund established by the Central Government, after the conclusion of this Annual General Meeting.

TRANSFER TO GENERAL RESERVE

The Company has transferred its loss amount to the reserves account.

DEPOSIT

The company has not accepted any deposits during the year.

PARTICULARS OFLOANS,GUARANTEES AND INVESTMENTS

Your company has invested 40% in the equity share capital of the "Prithvi Globa! FX Private Limited" which was formed on 21st October 2020 .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 (Non-Executive Independent Director)
Mr. Pavan Kumar Kavad Executive Director
Ms. Anuradha Jayaraman Non-Executive Women Independent Director
Mr. Mahavir Chand Non-Executive Independent Director
Mr. Suresh Kumar Non-Executive Director
Mr. S P Mahesh Chief Financial Officer (KMP)
Mr. Sneha Goenka Company Secretary (KMP)

Re-Appointment:

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.

Appointment:

During the year Ms. Sneha Goenka was appointed as Company Secretary and compliance officer of the company w.e.f 5 March, 2021.

Resignation:

During the year Mr. Prince Thomas, Company Secretary and compliance officer of the company resigned w.e.f 7"November, 2020.

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, JOINTVENTURES AND ASSOCIATE COMPANIES ASSOCIATE COMPANY:

Your Company had invested 40% in the share capital of the "Prithvi Global FX Private Limited" which was formed on 21st October 2020. Details attached in "Annexure F" as AOC-1 The Company does not have any joint venture and subsidiary company.

IMPACT OFCOVID-19

The social and economic disruption caused by the pandemic is devastating the entire nation, which had specifically hit the certain sectors in a worsen sincere, one such is Tours and Travel industry, since our Company is mainly supported by the international travel, Tourism was one of the first sectors to be deeply impacted by the pandemic, as measures introduced to contain the virus led to a near-complete cessation of tourism activities around the world. The COVID-19 pandemic has hit the tourism economy hard with unprecedented effects on jobs and businesses. Destinations that rely heavily on international, business and events tourism are struggling. This sector also risks being among one of the last to recover with the ongoing travel restrictions and the global recession. This has consequences beyond the tourism economy, with many other sectors that support and are supported by tourism also significantly impacted. The impacts of COVID-19 on tourism threaten to increase poverty and inequality and reverse nature and cultural conservation efforts. The pandemic also risks slowing down progress towards the Sustainable Development Goals.

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 their feedback on 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), the non- 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 2020-2021, Eight (8)Board meetings were held on the following dates:

Date of Meeting No. of Directors entitled to attend meeting No. of Directors attended meeting
25.07.2020 5 4
08.08.2020 5 3
29.08.2020 5 4
12.09.2020 5 4
16.10.2020 5 5
04.11.2020 5 4
06.02.2021 5 5
05.03.2021 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
Mr. Mahavir Chand Member
Mr. Pavan Kumar Kavad Member

Details about the other Committees, its Composition and meeting conducted dates are provided elsewhere in this report.

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 2020-21 is annexed here with as Annexure-B The Secretarial Audit Report is self-explanatory.

There are no qualifications or reservations or remarks made by the Secretarial Auditors in their report.

COST AUDITORS

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

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companys website at http://prithvifx.eom/.All related party transactions that were entered into during the financial year were in the ordinary course of the business. 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.AOC 2 is enclosed as Annexure C.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) read with section 134 (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 for the financial year 2020 -21 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 loss of the Company for the 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, except the ongoing social and economic disruption caused by the pandemic. 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.

ANNUAL RETURN

As per the requirements of Section 92(3) and 134(3) (a) of the Act and Rules framed there under, the annual return in form MGT-07 for FY 2020-21 is uploaded on the website of the Company and the same is available on http://prithvifx.com.

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 IIARRASSMENT 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 2020-21, 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 EARNINGS AND 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.

ACKNOWLEDGEMENTS.

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
Executive Director
DIN: 07095542
Place : Chennai
Date : 31-07-2021