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<dhhead>DIRECTORS’ REPORT </dhhead>
To
The Members,
Your Directors present herewith their 32nd Annual Report of
your Company comprising the Audited Financial Statements for the year ended 31st
March 2023.
FINANCIAL RESULTS
(Rs. Lakhs)
| |
Year ended on 31-03-2023 |
Year ended on 31-03-2022 |
Total Income |
36.88 |
8.50 |
Gross Profit before Depreciation and Tax |
13.19 |
(6.70) |
Less: Depreciation |
0.06 |
0.10 |
Profit / (Loss) before Tax |
13.19 |
(6.80) |
Less: Provision for Current Taxation |
- |
- |
Less : Short and Excess Provisions for
Earlier years |
- |
- |
Less: Deferred Tax Asset |
- |
- |
Profit/(Loss) after Taxation |
13.19 |
(6.80) |
Balance carried forward to Balance Sheet |
13.19 |
(6.80) |
OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation, your Company has registered
revenue from operation of Rs.36.88/- Lakhs, as compared to Rs.8.50/- Lakhs in the previous
financial year. Your company has earned net profit of Rs.13.19/- Lakhs as compared to net
loss of Rs.6.80/- Lakhs in the previous financial year.
During the current year of operations, the Company continued to earn
revenue from the Commission charges and Trading of Consumer Products. Your Company is
expected to grow its business in the near future.
CHANGE IN NATURE OF BUSINESS
During the financial year 2022-23, The Company has not changed its
nature of business and had been continuing with the same line of business.
RAISING OF FUND THROUGH WARRANT ISSUE
During the period under review the Board of Directors in its meeting
held on the 7th of February, 2023 unanimously approved a proposal of the issuance and
allotment of up to 40,00,000 (Forty Lakhs) Convertible Warrants ("Warrants") at
a price of 13/- (Rupees Thirteen Only) per Warrant, including the premium.
Each of these Warrants will possess the potential to be converted into,
or exchanged for, one (01) fully paid-up equity share of our Company, which carries a face
value of 10/- (Rupees Ten Only). Furthermore, each equity share will have an associated
premium of 3/- (Rupees Three Only) per share. The total aggregate funds raised through
this preferential issue will amount to 5,20,00,000/- (Rupees Five Crores Twenty Lakhs
Only).
Furthermore, the allotment of Warrants, was formally approved by our
esteemed members through a postal ballot, and the Board subsequently sanctioned it during
our meeting on the 10th of April, 2023.
Furthermore, we wish to inform you that a comprehensive report
detailing the allocation and utilization of the funds raised through this preferential
issue, up to the Quarter ending June 2023, has been submitted by the Board.
DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company does not have any subsidiary, joint Venture or associate
Company.
DIVIDEND AND TRANSFER TO RESERVES
During the year the company has transferred all the amount to general
reserve and the board has not recommended any dividend for the current year.
DEPOSITS
During the year under review, your Company has neither accepted nor
renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between
the end of the financial year and date of this report which has affected the financial
position of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes that had occurred in the composition of the Board of
Directors and Key Managerial Personnel are as follows:
During the period under review Mr. Jigar Joshi Company Secretary and
Compliance officer of the Company has tender his resignation with effect from 18th
July, 2022. The board accept his resignation and took a note of the same in the board
meeting. The Position of Company Secretary and compliance officer has been filled by
appointment of Mr. Nitin Mistry Company Secretary with effect from 05th
October, 2022.
Further Mr. Jamsheed Panday has resigned from the Directorship on 03rd
August, 2022 vide letter dated 03rd August, 2022. The Board took the note of
his resignation in the board meeting held on 13rd August, 2022. On 13rd
August, 2022 the Nomination and Remuneration committee recommended the appointment of Mr.
Bhadresh Bhavsar as an Executive Director and the board of directors of the company
appointed him as a Director of the company. After the review period due to his some other
commitments he has resigned from the board on 05th July, 2023. The board has
took a note of the same.
During the period under review Mr. Devendrasinh Umat Independent
Director and Mr. Arvind Parmar Non-Executive Director have appointed with effect from 21st
November, 2022 and 19th December, 2022 respectively. Mr. Arvind Parmar has
tender his resignation from the Board after the review period. The board accepted his
resignation and took a note of the same.
Mrs. Rupal Patel has tender her resignation from the Position of Woman
Independent Director of the company due to her other engagements with effect from 07th
February, 2023. The Position of Woman Independent Director has been complied through
appointment of Mrs. Pragna Makwana. The Board has accepted the resignation from Mrs. Rupal
Patel and Appoint Mr. Pragna Makwana in the board meeting held on 07th
February, 2023.
During the Period under review Ms. Preeti Pranav Sanghvi has resigned
from the Position of Chief Financial Officer of the Company with effect from close of
business hours of 7th February, 2023. After the review period the position of
Chief Financial Officer has been complied through appointment of Mr. Vipul Panchal with
effect from 29th June, 2023.
After review period Mr. Dharmesh Pravin Kharwar has resigned from the
Position of Independent Director of the Company with effect from close of business hours
of 10th April, 2023 due to pre-occupation and Mr. Jayesh Patel has appointed as
a Non-Executive Director of the company with effect from 21st July, 2023.
None of the Directors of the Company are disqualified for being
appointed and re-appointed as Directors in terms of Section 164 of the Companies Act,
2013.
No other Director or Key Managerial Personnel has been appointed,
resigned or retired during the year.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from the Independent Directors of
the Company confirming that they meet the criteria of independence as prescribed under the
applicable provisions of section 149(6) of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) and 134(3)(a) of the Act read with Rule 12 of
Companies (Management and Administration) Rules, 2014 as substituted by the Companies
(Management and Administration amendment) Rules, 2021 a Draft copy of the Annual Return is
made available on the Website of the Company at
www.pulsarinternationallimited.wordpress.com.
MEETINGS
During the year, 9 (Nine) meetings of the Board of Directors of the
Company were convened and held. The details of date of meetings and the attendance of each
director at the Board Meetings and Committees Meetings are annexed herewith as "Annexure
I". The intervening gap between the Board meetings was within the period
prescribed under the Companies Act, 2013.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed and that there were no material departure
ii. the directors have 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 at the end of the
financial year and of the profit of the Company for the period;
iii. the directors have 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 and for preventing and detecting fraud and
other irregularities;
iv. the directors have prepared the annual accounts on a going concern
basis;
v. 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;
vi. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social
Responsibility is not applicable to the Company for the financial year ended 2022-23.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in accordance with
Section 177(2) of the Companies Act, 2013. The Composition of the Audit Committee as on
31.03.2023 is as follows:
Name of the Director |
Status |
Ms. Pragna Lakhubhai Makwana |
Chairperson |
Mr. Devendrasinh Dalpatsinh Umat |
Member |
Mr. Arvindkumar Gulabji Parmar |
Member |
During the period under review the changes are carry out in compliance
with the provision of Section 177 of the companies act 2013 and Rules made thereunder.
NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted
in accordance with Section 178 of the Companies Act, 2013. The Composition of the
Committee as on 31.03.2023 is as follows:
Name of the Director |
Status |
Mr. Arvindkumar Gulabji Parmar |
Chairperson |
Mr. Devendrasinh Dalpatsinh Umat |
Member |
Ms. Pragna Lakhubhai Makwana |
Member |
During the period under review the changes are carry out in compliance
with the provision of Section 178 of the companies act 2013 and Rules made thereunder.
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
and their remuneration. The Nomination and Remuneration Policy is annexed herewith as "Annexure-II".
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted
in accordance with Section 178 of the Companies Act, 2013. The Composition of the
Committee as on 31.03.2023 is as follows:
Name of the Director |
Status |
Mr. Devendrasinh Dalpatsinh Umat |
Chairperson |
Mr. Arvindkumar Gulabji Parmar |
Member |
Ms. Pragna Lakhubhai Makwana |
Member |
During the period under review the changes are carry out in compliance
with the provision of Section 178 of the companies act 2013 and Rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year, the company has given loans to the corporate
incompliance of Section 186 of the Company’s Act 2013. Further note that the company
did not give any guarantee, nor any security nor made any investments within the meaning
of Section 186 of the Companies Act, 2013.
RELATED PARTY CONTRACTS
During the financial year, your Company entered into related party
transactions which were on arm’s length basis and in ordinary course of business.
There are no material transactions with any related party as referred in sub-section (1)
of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and
its Powers) Rules, 2014. Your Directors draw attention to Note no. 08 of Notes forming
part of financial statement which sets out related party disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The information relating to energy conservation, technology absorption
and research & development pursuant to Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of Energy:
i. Steps taken or impact on conservation of energy: Since the
Company is not carrying out any manufacturing activities, it is not energy intensive.
Adequate measures have been taken to conserve the energy utilized
. ii. Steps taken by the Company for utilizing alternate sources of
energy: The Company has not utilized any alternate source of energy during the year.
iii .Capital investment on energy conservation equipments: Nil
B. Technology absorption:
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement, cost reduction,
product development or import substitution: Nil
iii .Imported technology (imported during the last three years
reckoned from the beginning of the financial year):
a) Details of technology imported - No technology was imported
. b) 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. Expenditure incurred on Research and Development - Not
Applicable
C. Foreign Exchange earnings and outgo:
During the year 2022-23, there have been no foreign exchange earnings
or outgo.
COMPLIANCE WITH SECRETARIAL STANDARDS
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 that such systems are adequate and operating effectively.
RISK MANAGEMENT
The Company has adequate systems to identify major risks which may
threaten the existence of the Company. The same is subject to review from time to time.
Mitigation measures for the identified risks are taken based on the type of risks.
DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or
proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code,
2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time Settlement of
loans taken from Banks and Financial Institutions.
FORMAL ANNUAL EVALUATION
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors which include
criteria for performance evaluation of the non executive directors and executive
directors.
On the basis of the Policy for performance evaluation of Independent
Directors, Board, Committees and other individual Directors, a process of evaluation was
followed by the Board for its own performance and that of its Committees and individual
Directors.
Independent Director evaluated the performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman, taking
into account the views of executive directors and non-executive directors.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
INTERNAL FINANCIAL CONTROL
Your Company has Internal Control system to ensure an effective
internal control environment that provides assurance on the efficiency of conducting
business, including adherence to the Company’s policies, the safe guarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of Accounting records and the timely preparation of reliable financial disclosures.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT, 2013.
Your Directors state that during the year under review, there were no
cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention
Prohibition and Redressal) Act, 2013.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud
and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit
Committee and thereafter approved and adopted by the Board of Directors of the Company.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
disclosures pertaining to remuneration and other details are appended as ‘Annexure
III’ to the Directors’ Report.
None of the employees of the Company employed throughout the year were
in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules.
AUDITORS Statutory Auditor
At the 29th Annual General Meeting held on 14th
August, 2020 M/s. H.G. Sarvaiya & Co., Chartered Accountants, Mumbai (Firm
Regn.No.0115705W), were appointed as the Statutory Auditors of the Company to hold office
for five consecutive years from the conclusion of 29th Annual General Meeting
till the conclusion of 34th Annual General Meeting.
Statutory Auditor’s Report
M/s. H.G. Sarvaiya & Co., Chartered Accountants, Mumbai (Firm
Regn.No.0115705W), 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 remarks or disclaimer given by the Auditors in their
Report.
Secretarial Auditor
M/s. Ankurkumar Dineshchandra Gandhi & Associates, Practising
Company Secretaries, were appointed as Secretarial Auditor of your Company to conduct a
Secretarial Audit of records and documents of the Company for the financial year ended 31st
March, 2023. The Secretarial Audit Report for the financial year ended 31st
March, 2023 is annexed herewith as "Annexure IV".
Secretarial Auditor’s Report
Remarks or Qualifications by Secretarial Auditors and comments from the
Board.
1. The Newspaper Publication with respect to financial results
for the Quarter ended 31.12.2022 and 31.03.2023 are not published as required under
Regulation 47 (1) (b) of SEBI (LODR) Regulations, 2015; Management
Reply: We would like to clarify that the delay in publishing the
newspaper advertisements was unintentional and occurred due to unforeseen logistical
challenges faced by the company during the specified timeframes. We will ensure compliance
in future.
2. The Company failed to maintain a Structured Digital Database as
required by SEBI (PIT) Regulations, 2015 up to Quarter ended September, 2022. The same has
been complied with Quarter ended December, 2022.
Management Reply: The Company has purchased SDD Compliance Software
from the outside agency and
rectified this non-compliance by the end of the fourth quarter on
December 31, 2022.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is provided in ‘Annexure V’
and forms a part of the Annual Report.
REPORTING OF FRAUD BY THE AUDITOR UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013
The Board of Directors state that M/s. H. G. Sarvaiya & Co.,
Chartered Accountants Statutory Auditors have not reported of any fraud involving any
amount committed by the Company to the Central Government, Audit Committee or to the Board
of Directors of the Company.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of the
continued support and cooperation received from various customers, banks, employees and
other stakeholders of the company.
For and on behalf of the Board of Directors,
Sd/-
Jayesh Patel
Chairman
DIN: 00147642
Place: Mumbai
Date: 05th September, 2023
+91-9892691696
