Pulsar International Ltd Directors Report.

[(Under Section 134(3) of the Companies Act, 2013) {Read with Companies (Accounts) Rules, 2014}]

REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020.

Dear Members,

Your Directors have pleasure in presenting their 29th Annual Report together with the audited financial statements for the financial year ended 31st March, 2020.

1. FINANCIAL HIGHLIGHTS

(Amount in Rupees)

Financial Year Financial Year
Particulars 2019-2020 2018-2019
Revenue from Operations 16,53,000 41,02,000
Other Income 0 0
Total Income 16,53,000 41,02,000
Profit before tax (980,933) (684,516)
Deferred tax 0 (8,139)
Profit after tax (980,933) (676,377)
Other Comprehensive Income/(Loss) (Net of tax) 0 0
Total Comprehensive Income/(Loss) (980,933) (676,377)

2. OPERATIONS

During the year under review, the Companys revenue stood at Rs. 16,53,000/- against Rs. 41,02,000/- in the previous year. The Company has incurred a loss of Rs. 9,80,933/- as compared to the loss of Rs. 6,76,377/- during the previous financial accounting year.

3. ACQUITION OF SHARES OF THE COMPANY

Bluerock Investment Quotient LLP shown interest to takeover the management of the Company by acquiring majority of stake in the Company. Accordingly, Bluerock Investment Quotient LLP entered into a Share Purchase Agreement dated 26th July, 2019 with the existing promoters of the Company viz. Asha P. Khatiwala, Jayshree M. Deliwala, Mahendra K. Deliwala HUF, Prakash H. Khatiwala and Prakash H. Khatiwala HUF for purchasing 8,60,000 (28.67%) Equity Shares of the Company held by them at a price of Rs. 14/- per share.

Upon entering into the said Share Purchase Agreement, and in terms of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Bluerock Investment Quotient LLP gave Open Offer dated 28th August, 2019 to acquire upto 7,80,000 (26%) Equity Shares of the Company from the public shareholders at a price of Rs. 14/- per share.

As required under Regulation 26(6) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, a Committee of Independent Directors, consisting of Mr. Naresh J. Shah, Mr. Dinesh J. Engineer and Mr. Kishor V. Deliwala, was formed by the Board of Directors of the Company to provide reasoned recommendations on Open

Offer made by Bluerock Investment Quotient LLP to acquire upto 7,80,000 (26%) Equity Shares of the Company from public shareholders.

The open offer was opened on 13th September, 2019 and closed on 26th September, 2019. Total 6,600 (0.22%) were offered by the public shareholders under said open offer. Keynote Financial Services Limited was appointed as "Manager to the Open Offer" by the acquirer. Open Offer concluded on 15th October, 2019.

4. SHARE CAPITAL

The issued, subscribed and paid up share capital of your Company as on 31st March, 2020 was at Rs. 3,00,00,000 divided into 30,00,000 Equity Shares of Rs. 10/-(Rupees Ten Only) each fully paid up. The Company has not issued any shares during the financial year under review.

5. TRANSFER TO RESERVES

During the financial year under review, the Board of Directors of Company have not recommended transfer of any amount to reserves.

6. DIVIDEND

Considering the losses incurred during the year under review, your Directors have not recommended any dividend for the financial year ended 31st March, 2020.

7. CHANGE IN NATURE OF BUSINESS

There has been no change in business activities of the Company.

8. MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the company and the date of this report.

The management of the Company has been changed pursuant to the Share Purchase Agreement dated 26th July, 2019 and upon completion of the open offer made by Bluerock Investment Quotient LLP as per Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations,2011. The Company has appointed new Directors/KMPs and the new management has taken over the management of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2020, the following persons were acting as Directors of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

Sr. No. Name of the Director Category
1. Mr. Mahesh Ratilal Shah Additional Director
2. Ms. Jamsheed Minoo Panday Additional Director
3. Mrs. Rupal Patel Additional Independent Director

Upon takeover of the Company by Bluerock Investment Quotient LLP and consequent change in management, following changes took place in directors and key managerial positions of the Company:

• Mr. Vimal Bhagwandas Shah (DIN: 00072265), Independent Director of the Company resigned from the directorship of the Company with effect from 1st September, 2019. The Board places on record its appreciation for the services rendered by them during their tenure.

• Mr. Naresh Jayantilal Shah (DIN: 00156053), Mrs. Jayshree Deliwala Mahendra (DIN: 06941676), Mr. Dineshbhai Jayantilal Engineer (DIN: 00203696) and Mr. Kishor Vadilal Deliwala (DIN: 03440468) Directors of the Company resigned from the directorship of the Company with effect from 1st September, 2019. The Board places on record its appreciation for the services rendered by them during their tenure.

• Mr. Mahesh Ratilal Shah (DIN: 00217516), Ms. Jamsheed Minoo Panday (DIN: 00232768 ) and Mrs. Rupal Patel (DIN: 08611604) were appointed as Additional Directors and Additional Independent Director respectively by the with effect from 17th December, 2019. The Company has received notice in writing from a member under Section 160 of Companies Act, 2013 proposing their candidature as Directors and Independent Director of the Company respectively. Your Directors recommend for approval of their appointment as Directors and Independent Director of the Company respectively. Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards (SS-2) on general meetings issued by the Institute of Company Secretaries of India (ICSI), brief resume of the directors proposed to be appointed at the ensuing Annual General Meeting are provided in Notice of 29thAnnual General Meeting of the Company.

• Mr. Ishan Deepak Patel, Company Secretary & Compliance Officer of the Company resigned from services of the Company with effect from 29th September, 2019. The Board places on record its appreciation for the services rendered by her during her tenure.

• Mr. Narendra Dhanjibhai Shah, Chief Financial Officer of the Company resigned from the services of the Company with effect from 17th November, 2019. The Board places on record its appreciation for the services rendered by her during her tenure.

10. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER

MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

11. BOARD AND SHAREHOLDERS MEETINGS

During the year under review, the Company has conducted Six Board Meetings i.e. on 10th May, 2019, 12th July, 2019, 04th September, 2019, 06th November, 2019, 17th December, 2019, 05th February, 2020. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015).

The Annual general Meeting of the Company was held on 25th September, 2019.

The details of attendance at Annual General Meeting, meetings of the Board during the financial year ended 31st March, 2020 are as follows:

Name of Direct or Relations hip with other Directors Category No of other Directors hip Other than Pvt. Ltd. Co. Committee Members hip Of other Companies No. of Board Meetings held No. of Board Meeting s attended Attendance at Last AGM of The Company
Mr. Dinesh J. Engineer None Non- Executive Independent Nil Nil 4 4 Yes
Mr. Naresh J. Shah None Non- Executive Independent Nil Nil 4 4 Yes
Mr. Kishor V Deliwala None Non- Executive Independent Nil Nil 4 4 Yes
Mr. Vimal B. Shah None Non- Executive Independent Nil Nil 4 4 Yes
Mrs.Jayshree M. Deliwala None Non- Executive Promoter Nil Nil 4 4 Yes
Mr. Mahesh Ratilal Shah None Additional Director NIL NIL 2 2 No
Mr. Jamsheed Minoo Panday None Additional Director Nine NIL 2 2 No
Mrs. Rupal Patel None Additional Director NIL NIL 2 2 No

*As required under Regulation 26(6) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2015 a Committee of Independent Directors, consisting of Mr. Naresh J. Shah, Mr. Dinesh J. Engineer and Mr. Kishor V. Deliwala, was formed by the Board of Directors of the Company to provide reasoned recommendations on Open Offer made by Bluerock Investment Quotient LLP to acquire upto 26% equity shares of the Company from public shareholders. The Committee of Independent Directors was subsequently dissolved.

12. INDEPENDENT DIRECTORS DECLARATION

Declarations as required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, were duly received by the Company.

13. REPORT ON CORPORATE GOVERNANCE

In view of the provisions of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulations 2015, the provisions related to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company, hence the same is not given in the Report. However, the Company continues to adheres the best practices prevailing in Corporate Governance and follows the same in its true spirit.

14. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable as the Company is not falling under the prescribed parameters.

15. ANNUAL PERFORMANCE EVALUATION

In terms of the relevant provisions of the Companies Act 2013 and SEBI Listing Regulations, 2015,the Board had carried out an annual evaluation of its own performance and that of its Committees as well as individual Directors.

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

The Board has carried out an annual evaluation of its own performance, working of its Committees and the Directors individually in line with the requirements of the Act and Listing Regulations.

The Directors were provided with structured questionnaire to record their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors. The evaluation process was attentive on various aspects of the functioning of the Board and its Committees, such as experience and competencies, performance of specific duties and obligations of the Board & its Committees, and governance issues etc. The Board also carried out the evaluation of the performance of individual directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the performance of the Company etc.

The same is found to be satisfactory.

16. EXTRACTS OF ANNUAL RETURN

In terms of Section 92 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is enclosed as Annexure- 1.

17. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the

Companies Act, 2013 and has defined the policy on Directors appointment and payment of remuneration including criteria for determining qualifications, positive attributes, and independence of a Director.

18. AUDIT COMMITTEE

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013.

The recommendations of the Audit Committee are always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is duly constituted as per the provisions of Section 178 of the Companies Act, 2013.

The role of the Committee is to approve/ratify transfer of securities and look into share transmission, rematerialization and dematerialization of shares and to consider and resolve securities holders complaint. The meetings of the Committee are held on periodical basis and the complaints are responded within the time frame provided.

20. RISK MANGAMENT

The Company has proper Risk Management system for evaluation, review of the risk management plan and its effectiveness. The Audit Committee also reviews the financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of companys code of conducts or ethics policy. Audit Committee of the Board monitors and oversee the vigil mechanism. Your directors hereby confirm that no compliant was received from any director or employee during the financial year under review.

We affirm that during the financial year 2019-20, no employee or director was denied access to the Audit Committee.

22. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 and confirm that:

(a) in the preparation of the annual accounts for financial year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and 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 for the financial year ended 31st March, 2020, and of the 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the Financial Year ended 31st March, 2020 on a ‘going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

24. AUDITORS AND THEIR REPORT

At the Annual General Meeting held on 25th September, 2019 M/s. M S Parikh & Co., Chartered Accountants, Mumbai (Firm Regn.No.107558W), were appointed as the Statutory Auditors of the Company to hold office for the year.

M/s. M S Parikh & Co., Chartered Accountants, Baroda, Mumbai (Firm Regn.No.107558W), Statutory Auditors of the Company have given their report on the Financial Statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

25. SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. P M Agarwal & Co., Practising Company Secretaries as the Secretarial Auditors of the Company for the financial year 2019-2020. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure -4 to this report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIESREFERRED TO IN SECTION

188(1) OF THE COMPANIESACT, 2013

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and listing regulation. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Hence, no separate annexure in Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

27. LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not granted any inter-corporate loan, neither provided any guarantee in connection with any loan to any party nor made any investment in terms of the provisions of Section 186 of the Companies Act, 2013.

28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

29. RISK MANAGEMENT POLICY

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

30. MANAGERIAL REMUNERATION

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 3 attached to this report.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and Compliance office of the Company and the same will be furnished on request.

31. HUMAN RESOURCES

The relationship of your company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources at all levels by group discussions, job related training etc.

32. INFORMATIONUNDER THESEXUAL HARASSMENT OFWOMENAT WORKPLACE( PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, during the year under review, the Company has not received any complaint of alleged sexual harassment from any of its Divisio

33. INTERNAL FINANCIAL CONTROLS

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out by firms of Chartered Accountants. The Audit Committee of the

Board looks into Auditors review, which is deliberated upon and corrective action taken, where ever required.

34. DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013, or in terms of corresponding provisions of the Companies Act, 1956.

35. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Management Discussion and Analysis Report concerning of the Company is given as Annexure-2 to this report.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient equipment.
(ii) the steps taken by the company for utilizing alternate sources of energy The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy
(iii) the capital investment on energy conservation equipment. Not applicable

(b) Technology absorption

(i) the efforts made towards technology absorption Not applicable.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution Not applicable.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No technology has been imported by the Company.
(a) the details of technology imported Not applicable.
(b) the year of import; Not applicable.
(c) whether the technology been fully absorbed Not applicable.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof Not applicable.
(iv) the expenditure incurred on Research and Development Not applicable.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was NIL(previous year Nil) and the total foreign exchange earned was NIL(previous year Nil).

37. LISTING OF SHARES

The Companys shares are listed at BSE Ltd. and the Company has paid the Listing fees to the BSE Limited for the F.Y. ended 31stMarch, 2020.

38. INSURANCE

All the assets of the Company are adequately insured.

39. COST RECORDS AND COST AUDITORS

The Company is not required to keep cost records or appoint cost auditors.

40. COMPLIANCE WITH SECRETARIALSTANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the year under review.

41. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNTS / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31st March, 2020. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

42. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the business associates, financing banks, shareholders and other stakeholders of the Company for their continued support.

For and on behalf of the Board
PULSAR INTERNATIONAL LIMITED
Mahesh Ratilal Shah
(DIN: 00217516)
Place: Mumbai
Date: 18th July, 2020
Registered Office:
A-501, Avantika Apartment,
New Maneklal Estate, Ghatkopar (West),
Mumbai- 400086, Maharashtra, India.