Pulsar International Ltd Management Discussions.

Industry Structure and Development

The Finance/Investment Companies are effected by Money Market and interest rates. The Government policies and business Scenario improved sentiments of investors, resulting in the steep increase in Sensex and Nifty and decline in Interest rates.

Regulations

The Money & Capital Market is regulated by stringent rules and regulations of the Securities Exchange Board of India (SEBI), the Stock Exchanges and Reserve Bank of India. This helps in reviving the trust of investors in Indian market in time of crisis.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarantee. The Company has deployed funds in Mutual funds, details of which are provided in the financial statements.

OPPORTUNITY AND THREATS

The Government is committed to encourage the healthy growth of Capital Market for development of the Economy. The market regulators are also concerned in regaining the confidence of investors.

FUTURE OUTLOOK

Your Directors are of the opinion that new governments agenda of development and creating jobs for young generation will stimulate the growth. Considering the huge population and change in consumers spending pattern, Indian economy is bound to grow in coming years.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is not engaged in any manufacturing activity, information as required under the provisions of Section 134 (3) (m) of the Act is not furnished. During the year under consideration, there were no foreign exchange earnings or outgo.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

TRANSACTIONS WITH RELATED PARTIES

During the year, none of the transactions entered with related parties falls under the scope of Section 188(1) of the Companies Act, 2013,providing information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable during the year the company has not entered any significant related party transactions which consist potential conflict with interest of the company at large and all the transactions were entered into are at arms length basis by the company. The Company does not have any subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

Declaration by Independent Directors:

Pursuant to provisions of Section 149(7) of the Companies Act, 2013, the Company has received individual declaration from all Independent directors confirming that they meet the criteria of Independence as per Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

MEETINGS OF THE BOARD

During the financial year 2019-20, six (6) meetings of the Board were held and convened. The intervening gap between the two Board meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The details of the Board meetings held during the year along with the attendance of respective Directors are set out in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing Regulations the Board of Directors has carried out the annual evaluation of its own performance, its committees and individuals directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views Directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors Report.

COMMITTEES OF THE BOARD

The Board has constituted the mandatory committee viz. Audit committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee

The details in respect to the compositions, roles, terms of reference, etc of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

NOMINATION AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy lays down the criteria for selection and appointment of Board members.

INTERNAL CONTROL SYSTEM

There are reasonable internal control systems at all levels in the Company. The Company has appointed Internal Auditors, who report to Audit Committee.

RISK MANAGEMENT

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.

VIGIL MECHANISM

Pursuant to provisions of Section 179(9) (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Company has formulated Vigil Mechanism policy. Further, there were no complaints received from any employees of the Company under vigil mechanism for the year under review.

EMPLOYEES REMUNERATION:

Information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report as Annexure 3 and forms part of this report.

AUDITORS:

According to Directors, there are no adverse remarks made by Statutory Auditors and Secretarial Auditors in their Reports itself. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

During the year, Secretarial Audit was carried out by Ms. Priyanka Agarwal, Practicing Company Secretary for the financial year 2019-20. The report on the Secretarial Audit is appended as Annexure 4 to this report. According to the Board of Directors the report does not have any adverse remark.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report in Annexure1 and forms part of this report.

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

The sexual harassment of women at the work place (Prevention, Prohibition and Redressal) Act, 2013 mandates that all companies need to make necessary disclosure about compliance with the said law in their annual report as per Section 22 & 28 of the said Act.

During the year under review the Company has not received any complaint of sexual harassment against women employees of the Company.

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.

CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT:

The Directors wish to place on record their deep sense of appreciation to the Companys Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

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.