Premium Capital Market & Investments Ltd

Your directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended as on March 31, 2024.

(in Lakhs)

Review of Performance

During the year under review, the Company has earned Rs. 67.62 Lakhs from Revenue from Operations as compared to Rs. 1.78 Lakhs for the Financial Year 2022-23. The Company has suffered Loss after tax of Rs. 27.99 Lakhs during the financial year 2023-24 as compared to loss of Rs. 0.98 Lakhs in the financial year 2022-23.

The Board of Directors expects a growth in the Revenue from Operations and ultimately an increase in the Net Profit over the upcoming Financial Years.

Dividend & Reserves

Your directors regret to recommend any dividend for the Financial Year 2023-24 (Previous Year - Nil).

During the year, the Company has not apportioned any amount to other reserve on account of loss.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by the Company.

Authorized Capital

There is no change in the Authorized and Paid up Share Capital of the Company during the year under review. The authorized share capital of the company as on March 31, 2024 is Rs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 10000000 (One Crore Only) Equity Shares of Rs. 10/-(Rupees Ten Only).

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit Of employees.

Issued, Subscribed & Paid-up Capital

The present Issue, Subscribed Capital of the Company is Rs. 6,55,38,000/- divided into 6553800 Equity Shares of Rs. 10.00 each.

The present Paid-up Capital of the Company is Rs. 6,55,37,000/- divided into 6553700 Equity Shares of Rs. 10.00 each, Rs. 1,000/- divided into 100 Equity shares of Rs. 10.00 each is unpaid and in arrears.

During the year under review, there was no change took place in the authorized and paid-up share capital of the Company.

The entire Paid-up Equity share Capital of the Company during the year is listed at BSE Limited.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

As on the date of this report the Board of the Company comprises Four Directors out of which one is Wholetime Executive Director; one is professional Non-Executive Director and two are Non-Promoter Non-Executive Independent Directors. The Board comprise following Directors as date of report:

ACommittee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

- None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the public companies in which they are Director.

- The necessary disclosures regarding Committee positions have been made by all the Directors.

- None of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board of Directors are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met 9 (Nine) times viz; May 29, 2023; August 11, 2023; August 17, 2023; September 02, 2029, September 11, 2029; September 29, 2029; November 02, 2023; December 22, 2023 and February 09, 2024.

The details of attendance of each Director at the Board Meeting during the year and Annual General Meeting are given below;

Changes in Directors

During the Financial year 2023-24, on the basis of recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 11, 2023, has appointed Ms. Papita Nandi (DIN: 09613512) as Additional (Non-Executive) Director and Ms. Ruchismita Patel (DIN: 10269888) Additional (Non-Executive Independent) Director of the Company, for a period of five years w.e.f. August 11, 2023. Accordingly, Shareholders of the Company in its 31st Annual General Meeting held on September 29, 2023 regularised an appointments of Ms. Papita Nandi (DIN: 09613512) as Additional (Non-Executive) Director and Ms. Ruchismita Patel (DIN: 10269888) as Independent Director of the Company.

Further, Mr. Deoraj Pathak (DIN: 06850834) and Mr. Nitin Kanodia (DIN: 08374026) have resigned from the post of directors of the company w.e.f. September 02, 2023. Ms. Sarita Pandey (DIN: 08253863) has resigned from the post of director of the company w.e.f. September 11, 2023.

Further, on the basis of recommendation of Nomination and Remuneration Committee, Ms. Manisha Sudip Bhattacharya (DIN: 09630474) has been appointed as Professional Additional (Whole-Time) Director on the Board of the Company for a period of three years w.e.f. August 11, 2023. Accordingly, Shareholders of the Company in its 31st Annual General Meeting held on September 29, 2023 regularised an appointment of Ms. Manisha Sudip Bhattacharya (DIN: 09630474) as Whole-Time Director of the Company

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Manisha Sudip Bhattacharya (DIN: 09630474), an Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends her appointment on the Board.

The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the 32nd Annual General Meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has Two Non-Promoter Non-Executive Independent Directors as on the date of this report. In the opinion of the Board of Directors, both Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on February 09, 2024 to review the performance of NonIndependent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1) (b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023-24. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

During the year there was change in Independent Directors as above mentioned in the point Changes in Directors.

Details of Key Managerial Personnel

During the year under review and in accordance with Section 203 of the Companies Act, 2013, Ms. Manisha Sudip Bhattacharya (DIN: 09630474) has been appointed for the post of Whole Time Director of the company w.e.f. August 11, 2023. Mr. Ripu Sudhan Shukla has been appointed as Chief Financial Officer of the company w.e.f. August 17, 2023. Mr. Deepak Bissa has been appointed as Company Secretary and Compliance officer of the company w.e.f. December 07, 2023. Further, Mr. Jeevan Goyal has been resigned from the post of Chief Financial Officer of the company w.e.f. August 17, 2023.

As on the date of this report, in accordance with Section 203 of the Companies Act, 2013, the Company has Ms. Manisha Sudip Bhattacharya (DIN: 09630474) as a Whole Time Director of the Company, Mr. Deepak Bissa as Company Secretary & Compliance Officer and Mr. Ripu Sudhan Shukla as Chief Financial Officer of the Company.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

o The board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

o Separate meeting of Independent Directors was held to evaluate 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. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In preparation of Annual Accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care 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;

d) The Directors had prepared the Annual Accounts for the year ended as on March 31, 2024 on going concern basis.

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

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met 5 (Five) times during the Financial Year 2023-24 viz.; May 29, 2023; August 11, 2023; September 02, 2023; November 02, 2023 and February 09, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Ms. Ruchismita Patel has been appointed as New Chairperson of Audit Committee w.e.f August 11, 2023 as Mr. Deoraj Pathak has resigned from the post w.e.f. September 02, 2023.

Ms. Ruchismita Patel, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on September 29, 2023.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee are as per Section 177 of the Companies Act, 2013 (as amended) and SEBI (LODR) Regulation 2015, as amended.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.premcapltd.com.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013 and read with SEBI (LODR) Regulation 2015, as amended. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, the Nomination and Remuneration Committee met 4 (Four) times during the Financial Year 2023-24 viz.; August 11, 2023; August 17, 2023; September 02, 2023 and December 22, 2023 to recommend the appointment of Director and KMPs and to review the performance of Directors of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Ms. Ruchismita Patel has been appointed as New Chairperson of Audit Committee w.e.f August 11, 2023 as Mr. Deoraj Pathak has resigned from the post w.e.f. September 02, 2023.

Ms. Ruchismita Patel, the Chairperson of the Committee had attended last Annual General Meeting of the

Company held on September 29, 2023.

Further, the terms of reference of the Nomination and Remuneration Committee are as per Section 178 of the Companies Act, 2013 (as amended) read with SEBI (LODR) Regulation 2015, as amended.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

^ The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

^ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

^ In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, Key Managerial Personnel and Senior Management Personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.premcapltd.com.

3. Stakeholders' Grievances and Relationship Committee

The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met Two (2) times during the Financial Year 2023-24 viz.; September 02, 2023 and February 09, 2024;

The composition of the Committee and the details of meetings attended by its members are given below:

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

Ms. Ruchismita Patel has been appointed as New Chairperson of Audit Committee w.e.f August 11, 2023 as Mr. Deoraj Pathak has resigned from the post w.e.f. September 02, 2023.

Ms. Ruchismita Patel, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on September 29, 2023.

During the year under review, the Company had received nil complaints from the Shareholders. There was no complaint pending for resolution as on March 31, 2024. Further, the terms of reference of the Stakeholder's Grievance & Relationship Committee are as per Section 178 of the Companies Act, 2013 (as amended).

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2024.

Particulars of loans, guarantees and investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement for the year ended on March 31, 2024.

Annual return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31st March 2024 is available on the Company's website at www.premcapltd.com.

Related Parties Transaction

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www. premcapltd. com.

All Related Party Transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arm's length basis.

Internal financial control systems and their adequacy:

The details on Internal Financial Control and their adequacy are provided in Management Discussion and Analysis Report.

Maintenance of cost records:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records and accordingly the Company has not maintained the Cost record.

Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company and the date of this report except for the Revocation of suspension in trading of equity shares of the company w.e.f. Monday i.e. March 04, 2024.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

A. Conservation of Energy -

i.) The steps taken or impact on conservation of energy: None

ii.) The steps taken by the Company for utilizing alternate sources of energy: None

iii.) The capital investment on energy conservation equipment: None

B. Technology Absorption -

i.) The effort made towards technology absorption: None

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution: None

iii.) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

iv.) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings & Expenditure:

i.) Details of Foreign Exchange Earnings: Nil

ii.) Details of Foreign Exchange Expenditure: Nil Particular of Employees

The Company has not employed any employee except the Chief Financial Officer and Company Secretary. Hence, the information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given separately.

Statutory Auditors

M/ s. S. N. Gadiya & Co., Chartered Accountants (FRN: 002052C), were appointed as Statutory Auditors of the Company at the annual general meeting held on September 30, 2022, who shall hold the office up to the conclusion of 33rd Annual General Meeting at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Secretarial Audit

The Company has appointed Mr. Anand Lavingia, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an Annexure -A.

The above reports contain remarks as follows :

1. Independent Directors of the Company have not registered themselves in the Independent Directors' Data Bank as required under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, however company has appointed new Independent Directors of the Company Ms. Ms. Arti Gour (DIN: 10269658) w.e.f. August 17, 2023 and Ms. Ruchismita Patel (DIN: 10269888) w.e.f. August 11, 2023;

2. The Company has not appointed Company Secretary & Compliance Officer from July 01, 2022 till December 06, 2023, however Mr. Deepak Bissa has been appointed as company secretary and compliance officer w.e.f. December 07, 2023;

3. The company has not appointed Internal Auditor of the company for the period under review;

4. The Company has not filed certain e-forms for filing the resolution and documents with the Registrar of Companies under Section 117 read with Section 179(3) of the Companies Act, 2013;

5. The Company has not appointed Managing Director or Whole-Time Director or Manager under Section 203 of the Companies Act, 2013, however the company has appointed Ms. Manisha Sudip Bhattacharya (DIN: 09630474) as Whole-Time Director of the company w.e.f. August 11, 2023.

Your directors submit that the Company takes following measures to timely comply with the entire requirements:

Company has re-constituted entire Board of Directors as on August 11, 2023. Currently company is not in full operation mode so there is no requirement of Internal Auditor but to comply with the statutory requirements we will appoint internal auditor as soon as possible. However, the delay occurred purely due to oversight and Company ensures to make timely compliance in future.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report of Directors under relevant heading.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

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 institution.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied by your Company.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company.