Pushpanjali Realms & Infratech Ltd Directors Report

To

The Members,

Your Directors take pleasure in presenting the Directors Report on the business and operations of your Company along with the Audited Statements of Accounts for the year ended 31 March, 2019.

1. Financial summary or highlights / performance of the company(standalone)

The Boards Report has been prepared based on the stand alone financial statements of the company.

Particulars	Current Year	Previous Year
	(2018-2019)	(2017-2018)
	(Amount in Rs.)	(Amount in Rs.)
Turnover & other income	13,69,20,072	29,70,11,505
Less: Expenditure	18,05,53,287	22,22,72,924
Profit/(Loss) before Depreciation	(4,36,33,215)	7,47,38,581
Less: Depreciation	49,87,085	40,23,492
Profit/(Loss) after Depreciation	(4,86,20,300)	7,07,15,089
Less: Net Current Tax	85,88,433	2,24,49,808
Less: Deferred Tax Liab./ (Assets)	(1,91,25,144)	(4,75,328)
Profit/Loss After T ax	(3,80,83,589)	4,87,40,609

2. Details of Subsidiary/Joint ventures/Associate companies

Company does not have any Subsidiary company/ Joint venture/ Associate company during the financial year.

3. Performance and financial position of each of the subsidiaries, Associates and Joint Venture Companies included in the consolidated financial statement.

Company does not have any subsidiaries, associates and joint venture companies.

4. Dividend

No Dividend was declared for the current financial year due to loss incurred by the Company.

5. Reserves

No amount to transfer to the reserves as the company is running under loss.

6. Brief description of the companys working during the year / state of companys affair

During the year under review, the Company has incurred a loss of Rs. 3,80,83,589/- for the year ended 31st March 2019 and the Directors have been making continuous efforts to earn the profit of the Company and targets to achieve better results in the years to come.

7. Change in the nature of the business, if any

There is no change in the nature of business of the company.

8. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year 2018-2019 (i.e. From 1st Day of April 2019) of the company to which the financial statements relate and till the date of this report.

There have been no material changes and commitments affecting financial position of the Company that have occurred between the balance sheet date and date of this report.

9. Detail of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No such significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and companys operations in future.

10. Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, marked as Annexure- 1 and is attached to this report.

11. Corporate Governance

The Company is committed to maintain the highest possible standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best possible Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this Report marked as Annexure-2.

12. Corporate social responsibility (CSR)

Provisions of Corporate Social Responsibility pursuant to the provisions of the section 135 of the Companies Act 2013 is not applicable in our company.

13. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and/or the practicing company secretary in their reports.

The Auditors Report contain following comments, qualification, reservation or adverse remark:

Sr. No.	Key Audit Matter	Auditors Response	Boards Response
1.	Pending Statutory Dues	According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Income-Tax, Sales Tax, Value Added Tax (VAT), Wealth Tax, Service Tax, Custom duty, Goods and Service Tax, Excise Duty, Cess and other statutory dues applicable to it, to the appropriate authorities except Income Tax Rs. 3,55,04,469/- and other statutory dues i.e. TDS Rs. 1,35,45,114/-, ESI 1,40,602/-, EPF Rs. 5,92,131/-, VAT Rs. 2,07,011/-etc.	The Management of the company accepts the delay in making payments to the authorities and is in process of making efforts to clear them as soon as possible.
2.	Property not registered in the name of the company	In our opinion and according to the information and explanations given to us, title deed of immovable properties (land) of Rs. 11,67,370/- as shown in the balance sheet is not registered in the name of the company.	Land was Purchased in 201314 for EWS purpose in the name of Deepak Mittal (Director and promoter) of the company and registry cannot made in the name of company due to domicile policy of Uttarakhand. He has no right on the land. After that Company paid EWS Fees instead of land.
3.	Cash Balance Not Verified	Cash Balance of Rs. 1,85,68,910/- stated in financial statement has not been verified.	Cash was kept in different site and different Employees by management. Due to that verification was not possible for safety purpose. Management confirmation letter submitted to Auditor for the same.

14. Financial Position

A) Issue of equity shares without differential voting rights

No equity shares with differential voting rights has been issued by the company during the financial year.

B) Issue of equity shares with differential voting rights

No equity shares with differential voting rights have been issued by the company during the financial year.

C) Issue of sweat equity shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

D) Issue of employee stock options

The Company has not issued shares under employees stock options scheme pursuant to provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014, so question does not arise about voting rights not exercised by employee during the year under review.

E) Buy Back Of Securities

The Company has not bought back any of its securities pursuant to the provisions of Section 67 and Section 68 of the Companies Act 2013 during the year under review.

15. Annual return

As per the requirements of Section 92(3) of the Act read with Rule 12 of the Companies (Management and administration ) Rules, 2014 framed thereunder, the extract of the annual return for financial year 2018-2019 is given in Annexure III in the prescribed format of MGT 9, which is a part of this report. The same is available on www.Pushpanjali.co .

16. Directors

A) Changes in Directors and Key Managerial Personnel

The details about the changes in the directors or key managerial personnel by way of appointment, re - designation, resignation, death or disqualification, variation made or withdrawn etc are as follow:

NAME OF DIRECTORS	CHANGE IN DESIGNATION, APPOINTMENT, REGULARIZATION, RETIREMENT, RESIGNATION	DATE OF SUCH EVENT
Deepak Kumar	Appointment as Chief Executive Officer	13/11/2018
Rakhi Mittal	Resignation	12/11/2018
Archana Sharma	Appointment as an Additional Director	11/12/2018

B) Declaration by an Independent Director(s), if any

The Company has received declarations from all the Independent Directors of the Companyas per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

C) Formal Annual Evaluation

For the financial year 2018-2019, the annual performance evaluation was carried out which included evaluation of the Board, independent directors, non independent directors, executive directors, Chairman, Committees of the Board, quantity, quality and timeliness of information to the Board. The independent directors evaluated the performance of all nonindependent directors, the Board, the Committees, the Chairman and the information to the Board. The Nomination and Remuneration Committee and the Board evaluated performance of the independent directors, the Board itself, the Chairman, the Executive Directors, the Committees of the Board, the information provided to the Board. All results were satisfactory.

17. Number of Board Meetings of Board of Directors

The Board of Directors duly met 8 times during the financial year for which proper notices were given and the proceedings were properly recorded in the Minutes Book maintained for the purpose.

Serial no.	Date of Board Meeting	Name of director who attend Board Meeting
		1. Deepak Kumar Mittal
		2. Rakhi Mittal
		3. RajpalWalia
1.	16/04/2018	4. Abhay Kumar
		5. Raman Kumar Sah
		6. Nivesh Kumar Jha
		1. Deepak Kumar Mittal
		2. Rakhi Mittal
	30/05/2018	3. RajpalWalia
2.		4. Abhay Kumar
		5. Raman Kumar Sah
		6. Nivesh Kumar Jha
		1. Deepak Kumar Mittal
		2. Rakhi Mittal
	21/06/2018	3. RajpalWalia
3.		4. Abhay Kumar
		5. Raman Kumar Sah
		6. Nivesh Kumar Jha
		1. Deepak Kumar Mittal
		2. Rakhi Mittal
4.	28/08/2018	3. RajpalWalia
		4. Abhay Kumar
		5. Raman Kumar Sah
		6. Nivesh Kumar Jha
		1. Deepak Kumar Mittal
		2. RajpalWalia
5.	13/11/2018	3. Abhay Kumar
		4. Raman Kumar Sah
		5. Nivesh Kumar Jha
		1. Deepak Kumar Mittal
		2. RajpalWalia
6.	11/12/2018	3. Abhay Kumar
		4. Raman Kumar Sah
		5. Nivesh Kumar Jha
		1. Deepak Kumar
	19/01/2019	2. RajpalWalia
7.		3. Abhay Kumar
		4. Raman Kumar Sah
		5. Nivesh Kumar Jha
		1. Deepak Kumar
8.	29/03/2019	2. RajpalWalia
		3. Abhay Kumar
		4. Raman Kumar Sah
		5. Nivesh Kumar Jha

18. Audit Committee

Pursuant to provision of Section 177 of Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligation and Disclosure requirements) Regulation 2015. Audit Committee of the company as on the date of this report constitute of following members:

NAME OF DIRECTOR	STATUS	NATURE OF DIRECTORSHIP
Raman Kumar Sah	Member	Non- Executive & Independent Director
Nivesh Kumar Jha	Chairman	Non- Executive & Independent Director
Deepak Kumar	Member	Managing Director& Chief Executive Officer

19. Details of establishment of vigil mechanism for directors and employees

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

20. Nomination and Remuneration Committee

Pursuant to provision of Section 178(1) of Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Nomination and Remuneration Committee of the company as on the date of this report constitute of following members:

Name of the director	Status	Nature of directorship
Abhay Kumar	Chairman	Non-Executive & Independent Director
Raman Kumar Sah	Member	Non-Executive & Independent Director
Nivesh Kumar Jha	Member	Non-Executive & Independent Director

21.Stakeholders Relationship Committee

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI(Listing Obligation and Disclosure requirements) regulation 2015, Stakeholder Relationship Committee of the company as on the date of this report is constituted of following members:

Name of Director	Status	Nature of Directorship
Raman Kumar Sah	Chairman	Non-Executive & Independent Director
Deepak Kumar	Member	Managing Director & Chief Executive Officer
Rajpal Walia	Member	Whole-Time Director

22. Particulars of Loans, Guarantees or Investments under section 186

Particulars of loans given, investments made, guarantees given and investment in securities made are mentioned in the annexure and marked as Annexure-4

23. Particulars of Contracts or Arrangements with related parties

The particulars of every contract or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC -2 marked as Annexure-5.

24. Deposits

During the year under review, Company did not accept any deposits in terms of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.The Company did not have outstanding deposits at the beginning/ at the end of the year.

25. Particulars of Employees:

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, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of the Director	Yearly	Monthly
Mr. Deepak Kumar	125:3	500:21
Mr. Rajpal Walia	125:3	500:21
Mrs. Rakhi Mittal	125:3	500:21

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name of the person	Percentage (%) increase yearly	Percentage (%) increase monthly
Mr. Deepak Kumar	0%	0%
Mr. Rajpal Walia	0%	0%
Mrs. Rakhi Mittal	0%	0%
Mrs. Archana Sharma	0%	0%
Sumit Goyal	0%	0%
Arpana Nassa	0%	0%

c) The percentage increase in the median remuneration of employees in the financial year;

Percentage increase in the median remuneration of employees in the financial year is (23.53%) approximately.

d) The number of permanent employees on the rolls of company;

Number of permanent employees on the rolls of company as on 31/03/2019= 42

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Average remuneration of employees (non-managerial) increased by -5.63% (including the promotional increase) in FY18 over previous year whereas for managerial employees, in FY 18there was not change in the remuneration over previous year.

f) Affirmation that the remuneration is as per the remuneration policy of the company.

Affirmed that the remuneration declared and distributed to the employees and the managerial personnel of the company is as per the remuneration policy of the company.

g) Name of top ten employees of the company in terms of remuneration drawn.

S. No.	Name of top ten employees in terms of remuneration drawn.
1)	Asha Gupta
2)	Ritesh Dhiman
3)	Sumit Goyal
4)	Hari Kishan Joshi
5)	Nikhli Jha
6)	Siddhartha Saini
7)	KartikWalia
8)	Vijay Sharma
9)	Anshuman
10)	Aditi Chakraboty

h) Name of the employees:

i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

None of the employees was in receipt of remuneration for the year under review which, in the aggregate, was not less than one crore and two lakh rupees.

ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per mo nth;

None of the employees was in receipt of remuneration during any part of the year under review, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month.

iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

None of the employees throughout the financial year or part thereof, was in receipt of remuneration during the year under review, which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

26. Secretarial Audit Report

In pursuant to the provisions of section 204 of companies act, 2013, company appoint M/s VS Associates, Companies Secretaries as Secretarial Auditor of the Company for the Financial Year 2018-2019to carry out the Secretarial Audit of the companyfor the financial year 2018-2019.

The Company has undertaken Secretarial Audit for the financial year 2018-2019 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the rules & regulations made under the Act, Listing Regulations and applicable Regulations prescribed by the

Securities and Exchange Board of India and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit Report in form MR-3 forms part of this Annual Report and marked as Annexure 6.

27. Internal Audit

In pursuant to Section 138 of the Companies Act, 2013 and as per the recommendation of the Audit Committee, the Board of Directors of our Company has re-appointed VAPS & Co, Chartered Accountants,as the Internal Auditor(s) of the company to carry out the Internal Audit for the financial year 2018-2019.

28. Risk Management Policy

The Company has adopted the Risk Management Policy which is aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors periodically review the risks associated with the business or threaten the prospectus of the Company.

29. Directors responsibility statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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 had prepared the annual accounts on a going concern basis; and

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

30. Disclosure about cost audit

Provision given under section 148 of Companies Act,2013 and rule 14 of company (audit and auditor) rules, 2014 is not applicable in our company.

31. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The provisions related to Conservation of Energy do not apply to our Company.

32. Internal financial controls

The Board of your company has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

33. Details of amount received from directors or relative of directors pursuant to Companies (Acceptance of Deposits) Rules, 2014.

No amount received from directors or relative of directors pursuant to provisions of Companies (Acceptence of Deposits) rules, 2014.

34. Anti-sexual Harassment policy

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" the Company has in place a formal policy for prevention of sexual harassment at work place and the Company has also Constituted the Internal Complaint Committee across all its locations in Compliance with the requirement of the Act.

The Company has not received any Complaints on Sexual Harassment during the year.

35. Acknowledgements

An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Pushpanjali Realms and Infratech Limited

Sd/-	- Sd/
Deepak Kumar	Rajpal Walia
(Managing Director And Chief Executive Officer)	(Whole time Director)
DIN:01616201	DIN: 06829234
R/O: Nath House	R/O: 48/B Racecourse
Devpura Haridwar-249201	Dehradun-248001
Uttarakhand, India	Uttarakhand, India
Place: Dehradun
Date: 31/08/2019