Proaim Enterprises Ltd Merged Directors Report

To,

The Members of,

M/s. Proaim Enterprises Limited.

The Directors are pleased to present the 35thAnnual Report on the business and operations of your company and the Statements of Account for the year ended 31st March, 2019.

Particulars	F.Y. 2018 - 2019	F.Y. 2017 - 2018
Income from Commodity Trading	176.121	577.57
Total Operational Revenue	176.121	577.57
Other Incomes	82.87	236.89
Total Revenue	258.991	814.46
Profit before Dep. & Int.	(39.125)	28.55
Depreciation
Interest	30.231	30.02
Profit after Depreciation & Interest	(69.356)	(1.47)
Current Tax
Deffered tax	60.493	0.45
Tax of earlier years
Profit/ Loss after Tax	(129.849)	(1.02)
Other Comprehensive income for the Year	(71.250)	-
Balance carried to Balance Sheet	(130.56)	(1.02)

Financial Performance:

The year 2018-19 has been very critical year for the company. The Company has been operated into two reportable segments. It can be clearly seen from the figures above that company has generated lower revenue from Commodity trading as compare to previous year. However Company has managed to earn higher Interest income from lending as compare to previous year. The Company has incurred a loss of Rs. 129.849 lakhs as compared to loss of Rs.1.02 lakhs in previous year.

The management aims to work with greate efforts and maintain high level of optimism to remain as a profitable organization for coming years.

Public Deposits:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

Board of Directors and Key Managerial Personnel:

The Composition of the Board during the year is as per the provisions of Regulation 17(1) of listing regulation read with the Companies Act, 2013.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Girraj Kishor Agrawal, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his reappointment.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appoint- ment/change in designation has been given in the notice of annual general meeting.

Directors Responsibility Statement:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directors state that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2019 the applicable accounting standards have been followed.

2. Directors have selected such Accounting policies applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2019 and of the profit of the Company for the year ended on that date.

3. Director have taken Proper and sufficient care to the best of their knowledge and ability 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.

4. Directors have prepared the annual accounts on a going concern basis;

5. Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

6. Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Declarations given by Independent Directors:

The Independent Non-executive Directors of the Company, viz. Mr. Zubin Pardiwala, Mr. Anubhav Maurya and Mr. Hardikkumar Bharatbhai Kabariya have affirmed that they continue to meet all the requirements specified under Regulation16(1)(b)of the listing regulations in respect of their position as an "Independent Director" of Proaim Enterprises Limited.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, as well as the evaluation of the working of its Committees and individual Directors, including Chairman, if any of the Board. The performance evaluation of the Board as a Whole and the Non-Independent Directors was carried out by the Independent Directors.

While evaluating the performance and effectiveness of the Board, various aspects of the Boards functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. The Directors expressed their satisfaction with the evaluation process.

Corporate Social Responsibility

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable to your company as the net worth is below 500 crores, turnover is below 1000 crores and net profit of the company is below Rs. 5 Crore. Therefore your company has not constituted CSR committee for this.

Dividend:

With view to conserve financial resources of the company, your directors do not recommend any dividend on Equity Shares for the year under review.

Shifting of Registered Office:

In order to avail better administration the Company has shifted its registered office pursuant to the provision of section 12 of the Companies Act, 2013 from E-109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Mumbai- 400053 to Unit NO. 305, 3rd Floor, Krishna Vishal Nagar Housing Society Ltd., Marve Road, Mith Chowki, Malad (W), Mumbai- 400064 with effect from July 6, 2018, within the local limits of the same City."

However in terms of Section 128 of the Companies Act, 2013, the place of maintenance of Books of Accounts, records, papers and other relevant documents will remain with its Corporate Office E-109, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West), Mumbai- 400053.

Amounts to be transferred to Reserves:

In the current (previous) year, no amount was transferred to General reserve of the Company.

Number of Meetings of the Board:

The Board met seven (7) times during the financial year. The Meeting details are provided in the Corporate Governance Report. The maximum gap between any two meetings did not exceed 120 days, as prescribed in the Companies Act 2013.

Related Party Transactions:

In line with the requirements of the Companies Act, 2013 and Listing Regulations 2015, all Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on yearly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length. Transactions, if any, which are not in ordinary course of business and not at arm length, are disclosure in Form AOC-2 given in the Report as Annexure A.

Statutory Auditors:

M/s. R. Soni & Co., Chartered Accountants having Registration No. 130349W, was appointed in 33rd AGM of the company to hold office for a term of 5 years from the conclusion of this 33rd Annual General Meeting till the conclusion of the 38th Annual General Meeting (subject to ratification of the appointment by the members at every intervening Annual General Meeting held after this Annual General Meeting) in respect of the financial years beginning April 1, 2017 and ending March 31, 2022. However M/s. R. Soni & Co., Chartered Accountants have tendered their resignation due to unwillingness.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 35thAGM. Further M/s Dassani & Associates (FRN: 009096C) Chartered Accountants has been appointed as an auditor of the company in place of M/s R Soni & Associates to fill the casual vacancy caused due to their resignation, who shall hold the office from the conclusion of 35th AGM till the conclusion of 36th AGM subject to the approval of members at General Meeting.

There are no qualifications, reservations or adverse remarks made Statutory Auditors except one observation about loans given to few parties wherein interest is not charged in their report for the financial year ended March 31, 2019.

The management informed that these loans are very old and given to poor background person and to recover the principal amount from them is difficult and hence interest was not charged, but it will be taken care future.

Secretarial Audit:

The Audit Committee recommended the name of Mr. Paresh D Pandya, Company Secretary in Practice, for conducting Secretarial Audit for F.Y. 2018-19 pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Paresh Pandya shown his eligibility and willingness to conduct Secretarial Audit for F.Y. 2018-19 and has been appointed by the board in their meeting held on May 25, 2019. The Secretarial Audit Report as received from Mr. Paresh Pandya is appended to this Report as Annexure B.

Explanations on Observation made by Secretarial Auditors:

There are no qualifications, reservations or adverse remarks made Statutory Auditors in their report for the financial year ended March 31, 2019.

Extract of Annual Return:

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 is given in the Report as Annexure C. Our website is https://shreenathcommercial.wordpress.com/.

Particulars of Employees and Related Information:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as under:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No	Name of Director/KMP	Remuneratio n Received (In Rs. Lakh)	% increase in Remuneration in the Financial year 2018-19	Ratio of remunerationof each Director to median remuneration ofemployees
1	Mrs, Tanu Giriraj Kishor Agrawal* (Executive Director)	Nil	Nil	Nil
2	Mr, Zubin Pardiwala (Non-Executive Independent Director)	Nil	Nil	Nil
3	Girraj Kishor Agrawal (Non Executive Non Independent Director)	Nil	Nil	Nil
4	Mayuri S, Rathod (Whole Time Director)	nil	Nil	nil
5	Hardikkumar Kabariya (Non-Executive Independent Director)	Nil	Nil	Nil
6	Kirti Anilkumar Patel (Chief Financial Officer)	2,12	nil	0,92
7	Anubhav Srinath Maurya (Non-Executive Independent Director)	nil	Nil	nil
8	Jeel Shah (Company Secretary)@	2,48	Nil	1.07

Note - @Appointed w.e.f 06/07/2018

*Resigned w.e.f. 06/07/2018

- All appointments are / were non-contractual.

- Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Remuneration on Cash basis

- The median remuneration of employees of the Company during the financial year was Rs. 2.3 Lakh.

- There were 5 employees on the rolls of Company as on March 31, 2019.

Board committees:

During the year under consideration your Company has three committees of the Board namely, Audit Committee, Stakeholder Relationship Committee and Nomination & Remuneration Committee. Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance forming part of the Annual Report.

Corporate Governance:

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organizations corporate governance philosophy is directly linked to high performance. Pursuant to Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company regularly submits the corporate governance report to the Stock Exchange within the prescribed time line. The report on Corporate Governance for the year under review, as stipulated under Listing Regulations, 2015 form part of the Annual Report. The certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

Management Discussion and Analysis Report:

As required by Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the annual report.

Internal Financial Controls and their Adequacy:

The Company has put in place adequate internal financial controls with reference to the Financial Statements commensurate with the size of the Company. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Policy on Directors Appointment and Remuneration:

In accordance with the provisions of Section 178(3) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has remuneration policy in place. The Remuneration policy is available on the Companys Website https://shreenathcommercial.files.wordpress.com/2016/04/remun- eration-policy_proaim11.pdf

The objectives and key features of this Policy are:

a) Formulation of the criteria for determining qualifications, positive attributes of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and also independence of Independent Directors;

b) Aligning the remuneration of Directors, KMPs and Senior Management Personnel with the Companys financial position, remuneration paid by its industry peers etc;

c) Performance evaluation of the Board, its Committees and Directors including Independent Directors;

d) Ensuring Board diversity;

e) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down;

Companys Policy On Appointment And Remuneration Of Directors

The Company has been following well laid down policy on appointment and remuneration of Directors and Key Managerial Personnel (KMP).

Familiarization Programme for the Independent Directors

Your company has organized a familiarisation programme for the independent directors as per the requirement of the Companies Act 2013 along with the requirements of SEBI (LODR), Regulations 2015. The details of the familiarisation programme(s) attendance by the Directors is available at the companys website at given link https://shreenath- commercial.files.wordpress.com/2018/07/proaim-16-17.pdf.

Policy for Prevention, Prohibition & Redressal of Sexual Harassment / Vigil Mechanism / Whistle Blower Policy:

The Company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review no cases in the nature of sexual harassment were reported at any workplace of the company.

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report. The detail of the Vigil Mechanism is posted on the website of the Company https://shreenathcom- mercial.files.wordpress.com/2018/04/whistle-blower-policy-proaim-07-04-2018.pdf. During the financial year 2018-19, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

Risk Management:

The Board has reviewed the Risk assessment and Minimization procedure as per Regulation 17 (9) of the SEBI (LODR) Requirements, 2015; there are no material risk which in the opinion of the management affects the continuity and existence of the business. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

During the year under report, there were no significant material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Companys operations in future.

Compliance with Mandatory/Non Mandatory requirements:

The Company has complied with all the applicable mandatory requirements of the Listing Regulations.

Particulars of Loans, Guarantees or Investments:

Details of the Investments covered under the provisions of Section 186 of the Companies Act, 2013 (Act) will be produced for verification to the members at the registered office of the Company on their request.

Conservation of Energy and Technology Absorption

The particulars under the companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and Technology absorption are not applicable.

Foreign exchange

There is no inflow and outflow of Foreign Exchange.

Listing of shares

The Shares of the Company are listed on Bombay Stock Exchange (BSE) only and the Company has paid Annual Listing fees to the Stock Exchange for the year 2018-2019.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The Chief Executive Officer and Chief Financial Officer Certification as required under Listing Regulations and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report in Annexure D.

Certificate of Non- Disqualification of Directors

Certificate from secretarial auditor regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, annexed to this report in Annexure E.

Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken Green initiative in corporate Governance and allowed companies to share documents with its shareholders through an electronic mode.

Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held in dematerialized form with their respective depository participants and in respect of shares held in physical form with Companies RTA.

Acknowledgement

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees at all levels for extending support during the year.

For Proaim Enterprises Limited
Sd/-	Sd/-
Girraj Kishor Agrawal	Mayuri Rathod
(Director)	(Whole Time Director)
Place: Mumbai
Date: 14/08/2019