PS IT Infrastructure & Services Ltd Directors Report.

To,

The Members,

PS IT Infrastructure and Services Limited

1. INTRODUCTION

Your Directors are elated in presenting the 35th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2017.

2. FINANCIAL RESULTS

(Rupees in Lakhs)

Particulars Current Financial Year Previous Financial Year
(2016-17) (2015-2016)
Profit /(Loss) before Tax 4.24 39.71
Provision for Tax (1.31) (19.59)
Profit/ (loss) after Tax 2.93 20.12
Balance Brought Forward - -
Add:- Excess /(short) Provision Reversed 7 MVAT Credit
Balance carried to Balance Sheet 2.93 20.12

3. BUSINESS OVERVIEW

Due to adverse market situations, the Net Profit after Tax of the Company has declined from Rs.20.12 lacs to Rs. 2.93 lacs. The Companys management policy has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2017.

5. SUBSIDIARIES OF THE COMPANY:

The Company has no subsidiaries of its own for the year ended 31st March, 2017.

6. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

7. STATUTORY AUDITORS

M/s. B S Kedia & Co, Chartered Accountants, Kolkata (FRN: 317159E) were appointed as the Statutory Auditors of the Company u/s 139(1) of the Companies Act, 2013 in the 34th Annual General Meeting of the Company held on 23rd September, 2016 for the financial year ended 31st March, 2016 and will continue till the conclusion of 39th AGM of the Company. The Board have ratified their appointment for the financial year 2017-2018.

8. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 30th May, 2017 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditors Report has been annexed to the Board Report under Annexure II.

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BYTHE AUDfTORS AND THE PRACTICING COMPANYSECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities;

2. The Company has failed to file e-form ADT-1 within 15 days of the appointment of the Auditor for the Company due to inadvertent error;

The Company ensures good corporate practices and always have been in favour of following the business principles in the interest of the members and stakeholders of the Company.

10. DIRECTORS

In accordance of provisions of Section 152 of the Companies Act, 2013 Mr. Johar Pal Singh (Din: 00113986), a Director liable to retire by rotation and being eligible, offers himself for re-appointment.

11. DECLARATION BYTHE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

12. BOARD MEETINGS

The Board of Directors met Six times during the financial year 2016-201; i.e on

1) 30th May, 2016; 2) 18th July, 2016; 3) 13th August, 2016; 4) 14th November, 2016; 5) 21st January 2017; 6) 13th February, 2017.

13. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

14. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details of employee(s) in receipt of remuneration exceeding the limit specified under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, are annexed in Annexure III.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17.

No of complaints received: Nil
No of complaints disposed off: Nil

16. DIRECTORS RESPONSIBILITY STATEM ENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 Company as at 31st March, 2017 and of its Profit for the year ended on that date;

c. They 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; and

d. They have prepared the annual accounts for the year ended 31st March, 2017 on a going concern basis; and

e. They have laid down Internal Financial Controls, which are adequate and are operating effectively.

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not advanced loans or made any investments and has not given any guarantee pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

18. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

19. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEANDTHE DATE OF THE REPORT

The Company has shifted its Registered Office within the Local Limits which has effect on the financial position of the Company occurred between the end of the financial year to which this financial statement relate as on the date of this report.

20. ENERGY CONSERVATION ANDTECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

21. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

22. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate Internal Financial Control system, commensurate with the size of its business operations.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

25. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure I".

26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Kashi Prasad Bajaj

b. Mr. Pradeep Kumar Gupta

c. Mr. Kawarlal Ojha

The above composition of the Audit Committee consists of independent Directors viz., Mr. Kashi Prasad Bajaj and Mr. Pradeep Kumar Gupta who form the majority.

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of Company employees and the Company.

27. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholders value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

28. APPRECIATIONANDACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors

For PS IT Infrastructure & Services Ltd.

Place: Mumbai Mr.KawarlalOjha Mr. JoharPal Singh
Date:05/09/2017 Managing Director Whole time Director
DIN: 07459363 DIN: 00113986