LIMITED - Bombay Stock Exchange...PREM SOMANI FINANCIAL SERVICES LIMITED Registered Office· 42, Jal...

PREM SOMANI FINANCIAL SERVICES LIMITED

Registered Office· 42, Jal Jawan Colony, Scheme No. 3 Ourgapura, Jaipur-302018, Rajasthan

Contact No. 9829051268,Email ld:[email protected]:L67120RJ1991PLC006220

Website: www.psfs.co.m

To,The Manager,

Department of Corporate Services,

BSE Ltd., 25"" Floor, P.J. Towers, Dalal Street,

Fort, Mumbai - 400 001

Date: 16t11August, 2019

Sub.: Disclosure under Securities and Exchange Board of India (listing Obligations and Disclosure

Requirements) Regulations, 2015 (''Listing Regulations")-Submission of Notice of Annual General

Meeting and Annual Report of the company for the Financial Year 2018 19

Ref: Scrip Code: 530669

Dear Sir/ Ma'am,

Pursuant to Regulation 34 and all other the applicable provisions of the Listing Regulations, we wish

to inform your good office that the 281.11Annual general Meeting of the company will be held on

Friday, 13t September, 2019 at the registered office of the company situated at 42, Jai Jawan

Colony, Scheme No. 3 Durgapura, Jaipur-302018, Rajasthan at 11:00 A.M.

We are enclosing herewith the annual report for the financial year 2018-19. The same has been

made available on the Company website www.psfs.co.in and on the website of NSDL at

[email protected] .rn,

This is for your intimation and records.

Company Secretary and Compliance Officer

Encl.-A/a

Annual Report- 2018-19

PREM SOMANI FINANCIAL SERVICES LIMITED

CIN: L67120RJ1991PLC006220

BOARD OF DIRECTORS MR. NAWAL KUMAR SOMANI

DIN: 08094850 MANAGING DIRECTOR(W.e.f.-21.05.2018)

MS. PREM LATA SOMANI DIN: 00287433 NON EXECUTIVE WOMAN DIRECTOR

MR. VISHNU KANT MUNDRA DIN: 00339710 INDEPENDENT DIRECTOR

MR. OM PRAKAH BANSAL DIN: 00440540 INDEPENDENT DIRECTOR (W.e.f.- 21.05.2018)

MR. NAWNEET SOMANI DIN: 00287532 DIRECTOR (Till 14.07.2018)

KEY MANAGERIAL PERSONNEL

MS. KHUSBOO JAIN COMPANY SECRETARY ( w.e.f. - 30.05.2018 till 31.01.2019)

MS. KHUSHBOO JAIN CHIEF FINANCIAL OFFICER (w.e.f 30.05.2018 till 29.11.2018)

MR. JITENDRA KHANDELWAL CHIEF FINANCIAL OFFICER (w.e.f 24.04.2019)

MS. SHUBHALI KHANDELWAL COMPANY SECRETARY (w.e.f 24.04.2019 till 27.05.2019)

MS. AAYUSHI PAREEK COMPANY SECRETARY (w.e.f 02.08.2019 )

REGISTERED OFFICE 42, Jai Jawan Colony,Scheme No. 3 Durgapura, Jaipur-302018, Rajasthan E-mail: [email protected] Website: www.psfs.co.in

BANKERS HDFC BANK

AUDITORS

M/s SAPRA & Co., Chartered Accountants STATUTORY AUDITORS

M/s V.M & ASSOCIATES, Company Secretaries SECRETARIAL AUDITORS

M/s Ghyanshyam Rathi & Co. Chartered Accountants INTERNAL AUDITORS

REGISTRAR AND TRANSFER AGENT ALANKIT ASSIGNMENTS LIMITED 205-208 Anarkali Complex Jhandewalan Extension New Delhi-110055

Page 1

mailto:[email protected]


BOARD COMMITTEES

Audit Committee Nomination and Remuneration

Committee

Stakeholders Relationship

Committee

Vishnu Kant Mundhra

(Chairman)

Om Prakash Bansal (Chairman) (W.e.f. – 30.05.2018)

Om Prakash Bansal

(Chairman)

(W.e.f -30.05.2018)

Om Prakash Bansal

(W.e.f 30.05.2018)

Prem Lata Somani Vishnu Kant Mundhra

Nawal Kumar Somani

(W.e.f 30.05.2018)

Vishnu Kant Mundhra Nawal Kumar Somani

(W.e.f 30.05.2018)

Page 2Page 2


INDEX

CONTENTS

PAGES

Notice of Annual General Meeting

4-15

Board’s Reports

16-27

Annexure to Board’s Reports

28-48

Independent Auditor’s Report On Standalone Financial Statements

49-66

Standalone Balance Sheet

67

Standalone Statement of Profit and Loss

68

Standalone Cash Flow Statement

69-70

Notes to Standalone Financial Accounts

71-102

Attendance Slip

103

Proxy Form

104

Route Map to the Venue of AGM

105

Page 3


NOTICE OF AGM

Notice is hereby given that the 28th Annual General Meeting (“AGM/Meeting”) of the members of Prem

Somani Financial Services Limited will be held on Friday, 13th September 2019 at 11:00 A.M at the

registered office of the company situated at 42, Jai Jawan Colony, Scheme-3, Durgapura, Jaipur-302018,

Rajasthan to transact the following business:

ORDINARY BUSINESS:

1. ADOPTION OF AUDITED FINANCIAL STATEMENTS TOGETHER WITH THE REPORTS OF THE BOARD OF

DIRECTORS AND AUDITORS THEREON:

To consider and adopt the Audited Financial Statements of the Company for the financial year ended

31st March, 2019 together with the reports of the Board of Directors and Auditors thereon.

2. APPOINTMENT OF MR.NAWAL KUMAR SOMANI(DIN: 08094850)AS A DIRECTOR LIABLE TO RETIRE

BY ROTATION:

To appoint a Director in place of Mr.Nawal Kumar Somani (DIN: 08094850), who retires by rotation

and being eligible, seeks re-appointment.

SPECIAL BUSINESS:

3. RE-APPOINTMENT OF MR. VISHNU KANT MUNDRA (DIN: 00339710) AS AN INDEPENDENT DIRECTOR

To Reappoint Mr. Vishnu Kant Mundra(DIN: 00339710) as an Independent Director of the Company

and to consider, and if thought fit, to pass the following as a Special Resolution.

“RESOLVED THAT pursuant to provisions of Sections 149,152 read with Schedule IV and other

applicable provisions, if any, of Companies Act, 2013 and the Companies (Appointment and

Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification

(s) or re-enactment (s) thereof for the time being in force) and pursuant to recommendation of

Nomination and Remuneration Committee, Mr. Vishnu Kant Mundra (DIN: 00339710), who was

appointed as an Independent Director of the company and is eligible for re-appointment for the

second term and in respect of whom the Company has received a notice in writing under Section

160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director

and who has submitted a declaration that he meets criteria for independence as provided in section

149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI(Listing Obligations and

Disclosure Requirements)Regulations, 2015 be and is hereby re-appointed as an Independent

Director of the Company, not liable to retire by rotation and to hold office for second term of 5 (five)

consecutive years with effect from 01st April, 2019 to 31st March, 2024.

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RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary for the purpose of giving effect to the aforesaid resolution.”

Place: Jaipur By the Order of the Board Of Directors Date: 02.08.2019 Prem Somani Financial Services Limited

SD/- Nawal Kumar Somani

Managing Director DIN: 08094850

Registered Office Address: 42,Jai Jawan Colony,

Scheme No.3 Durgapura Jaipur-302018(Rajasthan)

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Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND VOTE ON A POLL AT THE METING INSTEAD OF HIMSELF/HERSELF AND THE PROXY

NEED NOT BE A MEMBER OF THE COMPANY.

THE PROXY FORM IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF

THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING

IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE

COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE

TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE

PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR

SHAREHOLDER.

2. The Statement setting out material facts pursuant to section 102(1) of the Companies Act, 2013,

which sets out details relating to Special Business at the Meeting, is appended hereto.

3. Corporate members intending to send their authorized representatives to attend the Meeting

pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a

certified copy of the Board Resolution, Authority letter or Power of Authority authorising their

representative to attend and vote on their behalf at the Meeting.

4. In case of joint holders attending the meeting, only such joint holder who is higher in the order

of names will be entitled to vote.

5. The Register of Member & Share Transfer Book of the company will remain closed from Saturday 07th September, 2019 to Friday, 13th September, 2019 (both days inclusive) for the purpose of AGM.

6. The Annual Report 2018-19, the Notice of 28thAGM and instructions for remote e-voting along with attendance slip and proxy form are being sent by electronic mode to those members whose email addresses are registered with the Company/Depository Participant(s), unless a member has requested for a physical copy of the documents. For members who have not registered their email addresses, physical copies of the same are being sent by the permitted mode.

7. Members/ Proxies / Authorized representative should bring the attendance slips duly filled-in for

attending the meeting and deliver the same at the entrance of the meeting place.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent

Account Number (PAN) by every participant in securities market. Members can submit their PAN

Page 6Page 6


details to the Company or to its RTA. Members holding shares in demat form are requested to

submit the aforesaid information to their respective DP.

9. Members seeking further information or clarifications on the Annual report or accounts are

requested to send in their written queries to the company at least 7 days before the date of the

meeting to enable the company to compile the information and provide replies at the meeting.

10. The Ministry of Corporate Affairs has taken a “Green Initiative in Corporate” by allowing

paperless compliances by the companies and has issued circulars stating that service of

notice/documents including annual report can be sent by e-mail to its members. To Support this

green initiative of the government in full measure, members are requested to register their e-mail

addresses with the Registrar and Transfer Agent (RTA) of the company i.e. Alankit Assignments

Limited at [email protected] or with company at [email protected] and Members holding

shares in De-mat mode are requested to register their E-Mail ID’s with their respective Depository

Participants (DPs)

11. Members may also note that the aforesaid documents can be downloaded from the company

website: www.psfs.co.in and National Securities Depository Limited (NSDL) e-Voting system at

https://www.evoting.nsdl.com/

12. Members are requested to inform the Company’s about the changes, if any, to the RTA in their

registered address along with the Pin Code, quoting their Folio Number. All correspondence relating

to transfer of shares shall be sent to the aforesaid RTA.

13. The Register of Directors and Key Managerial Personnel (“KMP”) and their shareholding and

Register of Contracts or Arrangements in which Directors are interested maintained under Sections

170 and 189 of the Companies Act, 2013 respectively will be available for inspection by the members

at AGM.

14. Relevant documents referred to in accompanying Notice are open for inspection by the

Members at the Registered Office of the company on all working days (i.e. except Saturdays,

Sundays and Public Holidays) during business hours upto the date of AGM.

15. A copy of Audited Financial Statements for the year ended 31st March, 2019 together with the

Board’s and Auditor’s Report thereon are enclosed herewith.

16. The SEBI had vide their Notification No. SEBI/LAD-NRO/GN/2018/24 dated 8th June, 2018 and

further PR No.: 51/2018 dated 3rd December, 2018, also mandated that with effect from 1st April,

2019, transfer of shares of a listed Company shall be in dematerialized form only. Hence, you are

requested to get your physical shareholding dematerialized. The Company will not accept the

request of physical transfer. However the said notification shall not affect the process of

transmission and transposition of shares.

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mailto:[email protected]://www.psfs.co.in/


17. Voting through electronic means

a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the

Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of

the Securities And Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Company is pleased to provide remote e-voting facility to

the members of the Company to exercise their right to vote electronically from a place other

than the venue of the AGM ('remote e-voting') in respect of the resolutions to be passed at the

28thAGM. The facility of casting the votes by the members using an electronic voting system will

be provided by National Securities Depository Limited (NSDL).

b. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e.06th September, 2019.

c. The remote e-voting period will commence on Monday, 09th September, 2019, 10 A.M. and ends on Thursday, 12th September, 2019 5:00 P.M. During this period, shareholders’ of the Company, holding shares, as on the cut-off date 06th September, 2019 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

d. The facility for voting through ballot paper shall also be made available at the Venue of AGM and the members who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

e. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

f. The process and manner for remote e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are

mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the

following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on

a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login”

which is available under ‘Shareholders’ section.

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https://www.evoting.nsdl.com/https://www.evoting.nsdl.com/


3. A new screen will open. You will have to enter your User ID, your Password

and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat

(NSDL or CDSL) or Physical

Your User ID is:

a) For Members who hold shares in

demat account with NSDL.

8 Character DP ID followed by 8 Digit

Client ID

For example if your DP ID is IN300***

and Client ID is 12****** then your user

ID is IN300***12******.

b) For Members who hold shares in

demat account with CDSL.

16 Digit Beneficiary ID

For example if your Beneficiary ID is

12************** then your user ID is

12**************

c) For Members holding shares in

Physical Form.

EVEN Number followed by Folio Number

registered with the company

For example if folio number is 001***

and EVEN is 101456 then user ID is

101456001***

5. Your password details are given below:

a) If you are already registered for e-Voting, then you can user your

existing password to login and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need

to retrieve the ‘initial password’ which was communicated to you. Once you

retrieve your ‘initial password’, you need to enter the ‘initial password’ and the

system will force you to change your password.

c) How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the

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https://eservices.nsdl.com/


company, your ‘initial password’ is communicated to you on your email

ID. Trace the email sent to you from NSDL from your mailbox. Open the

email and open the attachment i.e. a .pdf file. Open the .pdf file. The

password to open the .pdf file is your 8 digit client ID for NSDL account,

last 8 digits of client ID for CDSL account or folio number for shares held

in physical form. The .pdf file contains your ‘User ID’ and your ‘initial

password’.

(ii) If your email ID is not registered, your ‘initial password’ is

communicated to you on your postal address.

6. If you are unable to retrieve or have not received the “ Initial password” or

have forgotten your password:

a) Click on “Forgot User Details/Password?”(If you are holding shares in your

demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode)

option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can

send a request at [email protected] mentioning your demat account

number/folio number, your PAN,your name and your registered address.

d) Members can also use the OTP (One Time Password) based login for casting

the votes on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by

selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-

Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies

“EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of company for which you wish to cast your vote.

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https://www.evoting.nsdl.com/eVotingWeb/commonhtmls/NewUser.jsphttps://www.evoting.nsdl.com/eVotingWeb/commonhtmls/PhysicalUser.jsphttp://www.evoting.nsdl.com/mailto:[email protected]


4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent,

verify/modify the number of shares for which you wish to cast your vote and click on

“Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print

option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify

your vote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required

to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority

letter etc. with attested specimen signature of the duly authorized signatory(ies) who

are authorized to vote, to the Scrutinizer by e-mail to _____________ with a copy marked to [email protected].

2. It is strongly recommended not to share your password with any other person

and take utmost care to keep your password confidential. Login to the e-voting website

will be disabled upon five unsuccessful attempts to key in the correct password. In such

an event, you will need to go through the “Forgot User Details/Password?” or “Physical

User Reset Password?” option available on www.evoting.nsdl.com to reset the

password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for

Shareholders and e-voting user manual for Shareholders available at the download

section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request

at [email protected]

18. The notice of Annual General Meeting will be sent to the members, whose names appear in the register of members as at closing hours of business on 09th August, 2019. 19. Investors who became members of the Company subsequent to the dispatch of the Notice / Email and hold the shares as on the cut-off date i.e. 06th September, 2019 are requested to send the written / email communication to the Company at [email protected] by mentioning their Folio No. / DP ID and Client ID to obtain the Login-ID and Password for e-voting.

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mailto:[email protected]://www.evoting.nsdl.com/eVotingWeb/commonhtmls/NewUser.jsphttps://www.evoting.nsdl.com/eVotingWeb/commonhtmls/PhysicalUser.jsphttps://www.evoting.nsdl.com/eVotingWeb/commonhtmls/PhysicalUser.jsphttp://www.evoting.nsdl.com/mailto:[email protected]:[email protected]


20. Mr. Manoj Maheshwari, Practicing Company Secretary (FCS 3355) has been appointed as the Scrutinizer to scrutinize the remote e-voting process and poll at the AGM in a fair and transparent manner.

21. The final results including the remote E-voting and poll results of the AGM shall be declared within 48 hours from the conclusion of the AGM. The final results along with the scrutinizer’s report shall be placed on the Company’s website www.psfs.co.in immediately after the result is declared by the Chairman and also on the NSDL’s website at www.evoting.nsdl.com and shall be communicated simultaneously to the concerned stock exchange.

22. Details of Director retiring by rotation and/or seeking re-appointment at this AGM as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 (SS-2) are provided under Annexure- A of Notice of AGM.

23. As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can

be transferred only in dematerialized form with effect from April 1, 2019, except in case of request

received for transmission or transposition of securities. In view of this and to eliminate all risks

associated with physical shares and for ease of portfolio management, members holding shares in

physical form are requested to consider converting their holdings to dematerialized form. Members

can contact either the Company or the Company’s RTA for any assistance in this regard.

24. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders

and e-voting user manual for Shareholders available at the download section of

www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at

[email protected]. Alternatively, Members may also write to Mr. Nawal Kumar Somani, Managing

Director of the company at 9829051268 or at 42, Jai Jawan Colony Scheme No.3 Durgapura Jaipur-

302018 (Rajasthan) or e-mail at [email protected].

25. The Route Map showing the direction to reach the venue of AGM pursuant to SS-2 is attached at the end of the Report.






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http://www.psfs.co.in/mailto:[email protected]:[email protected]


EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

FOR ITEM NO.3 Mr. Vishnu Kant Mundra (DIN: 00339710) was appointed as an Independent Director on the Board of the Company pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the erstwhile Clause 49 of the Listing Agreement by the members. He will hold office as an Independent Directors of the Company for a period of five consecutive years. Section 149(10) of the Act provides that an independent director shall hold office for a term of up to five consecutive years on the Board and shall be eligible for re-appointment on passing a special resolution by the company and disclosure of such appointment in its Board’s report. Section 149(11) of the Act provides that an independent director may hold office for up to two consecutive terms. Based on terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Vishnu Kant Mundra(DIN: 00339710), being eligible for re-appointment as an Independent Director, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from 01st April, 2019 to 31st March, 2024.The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent in Form DIR-2 to continue to act as Director of the Company, if so appointed by the members and the declaration in DIR-8 that he is not disqualified from being appointed as a director along with the certificate of independence and confirmation that he is not debarred or disqualified from being appointed or continuing as director of company. As required under Section 160 of the Companies Act, 2013, Notice has been received from a member proposing the candidature of Mr. Vishnu Kant Mundra(DIN: 00339710)for the Office of Director of the Company. Further as per Schedule IV of Companies Act, 2013 the re-appointment of independent director shall be on the basis of report of performance evaluation therefore as per performance evaluation done by Nomination and Remuneration Committee and Board of Directors of the company the performance of Mr. Vishnu Kant Mundra(DIN: 00339710) is found satisfactory. The Board considers his background and experience and contributions made by him during his tenure, the continued association of Mr. Vishnu Kant Mundra(DIN: 00339710)would be beneficial to the Company and it is desirable to continue to avail his services as Independent Director. In the opinion of the Board, Mr. Vishnu Kant Mundra(DIN: 00339710) fulfills the conditions specified under Section 149 (6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his reappointment as an Independent Director of the Company and is independent of the management. Accordingly, it is proposed to re-appoint Mr. Vishnu Kant Mundra(DIN: 00339710)as Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company. Therefore on recommendation of Nomination & Remuneration Committee the Board of the Company at its meeting held on 02nd August, 2019 has

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recommended the said appointment for a second term of 5 (five) consecutive years on the Board of the Company subject to the approval of shareholders in the ensuing Annual General Meeting. Details of Director whose re-appointment as Independent Director is proposed at Item No. 3, is provided in the “Annexure-A” to the Notice pursuant to the provisions of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India. Save and except Mr. Vishnu Kant Mundra(DIN: 00339710), being appointee, none of the other Directors

/ Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested,

financially or otherwise, in the resolution set out at Item No. 3 of the Notice.

The Board recommends the special resolution as set out at Item No. 3 of the Notice for approval by the shareholders. Place: Jaipur By the Order of the Board Of Directors Date: 02.08.2019 Prem Somani Financial Services Limited





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Annexure-A

Information on director being appointed/ re-appointed as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant Provisions of Secretarial Standard on General Meetings (SS‐2):

Particulars Mr. Nawal Kumar Somani Mr. Vishnu Kant Mundra

DIN 08094850 00339710

Date of Birth 30th September, 1956 21/02/1964

Age 62 years 56 years

Qualifications Post Graduate B.Com, Graduate

Experience More than 25 years More than 25 years

Experience in specific functional areas

Having experience in financial matters

Having experience in Share Market and other financial matters

Date of First Appointment on the Board

26th March, 2018 16th January, 1997

Remuneration sought to be paid 25,000 per month NIL

Remuneration last Drawn NIL NIL

Number of shares held in the company

58,000 11,300

Relationship with other Directors, Managers and KMPs

Spouse of Prem Lata Somani, Director of the company

NIL

Terms of Appointment/ Reappointment

There shall be no change in terms and conditions of his appointment

He shall be appointed as an Independent Director of the company for a second term of 5 years with effect from 01st April, 2019 to 31st March, 2024

Board meetings attended during the year

6 6

Directorship held in Other company

NIL NIL

Chairman/Member of the Committee in other company

NIL NIL




Registered Office Address: 42,Jai Jawan Colony, Scheme No.3 Durgapura Jaipur-302018(Rajasthan)

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BOARD’S REPORT To, The Members, Prem Somani Financial Services Limited

Your Directors have pleasure in presenting the 28th Annual Report on the business and operations of the

company together with the Audited Statement and the Auditors’ Report thereon for the financial year ended, 31st March, 2019. 1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following financial performance, for the year ended 31st March, 2019

(Amount in Rs)

Particulars 2018-19 2017-18 Total Revenue 6,33,968 9,30,920

Less: Total Expenditure (74, 25,625) (83,31,865)

Net Profit/ (Loss) Before Tax (67,91,658) (74,00,945)

Less: Provision for Tax - -

Net Profit/ Loss After Tax (67,91,658) (74,00,945)

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

During the year under review, your company’s Total Income was decreased from Rs. 9,30,920/- to

Rs.6,33,968/-. Due to increase in other expenses company has incurred a loss of Rs. 67,91,658/- during the reporting period.Your Directors and Management along with the entire team are taking all possible action to sustain our financial growth and business operational developments inspite of all adverse external conditions & competition. Your Company’s management is trying their best to improve company’s performance and generating profits in the coming years.

The Non Banking Finance Company (NBFC) licence of the company was cancelled by Reserve Bank of India (RBI) on 18th October, 2018 due to failure of the company to achieve its Net Owned Funds of Rupees 200 Lakhspursuant to Revised Regulatory Framework for NBFCs (RBI/2014-15/520 DNBR (PD) CC.No.024/03.10.001/2014-15) read with Notification No. DNBR. 007/CGM (CDS)-2015 dated March 27, 2015, due to which company will not be able to continue the NBFC related business activities. Your directors tried their best to achieve the said limits but since the company is in losses from past few years, hence none of the investor was ready to invest funds in its equity.

3. LISTING STATUS

The Company is listed on BSE Limited, (Scrip Code: 530669). The annual listing fee has been paid within time as required under Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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4. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report. 5. SHIFTING OF REGISTERED OFFICE

The company has changed its registered office within the city limits on 25th April, 2018 in light of convenience of its management. 6. DIVIDEND

In view of the losses incurred by the company during the year, the directors regret their inability to recommend any dividend for the year under review. 7. AMOUNTS TRANSFERRED TO RESERVES

The Board of the company does not propose to transfer any amount to the General Reserves for the financial year under review. 8. CHANGES IN SHARE CAPITAL, IF ANY

During the financial year under review there has been no change in the structure of share capital of the Company. 9. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3) (a) and section 92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and administration) Rules, 2014 an extract of Annual Return in form MGT-9 as on 31st March, 2019 has been prepared and enclosed as Annexure –1 to this report. The above referred extract of Annual Return in form MGT-9 as on 31st March, 2019 is also available on the website of the Company and can be assessed at http://www.psfs.co.in/uploads/MGT-9-converted.pdf 10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

During the year under review, there was no associate, Joint Venture and subsidiary Company. 11. DIRECTORS AND KMP

Mr.Nawal Kumar Somani (DIN: 08094850) was appointed as Managing Director of the company in the Extraordinary general Meeting of the company convened on 21st May, 2018 for a period of 3 years with effect from 21st May, 2018 to 20th May 2021;

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http://www.psfs.co.in/uploads/MGT-9-converted.pdfhttp://www.psfs.co.in/uploads/MGT-9-converted.pdf


Mr. Om Prakash Bansal (DIN: 00440540) was appointed as an Independent Director of the companyin the Extraordinary general Meeting of the company convened on 21st May, 2018 for a period of 5 years with effect from 21st May, 2018 to 20th May, 2023

Ms.Khushboo Jain (ACS 53823) was appointed as Company Secretary and Chief Financial Officer of the company w.e.f 30th May, 2018;

Ms. Prem Lata Somani, Non-Executive Director, who retired by rotation in the Annual General meeting of the company held on 29th September, 2018 was reappointed by the members;

Mr.Naweet Somani (DIN: 00287532), Director had tendered his resignation due to pre occupation during the year under review. The board in its adjourned meeting held on 30th November, 2018 (original meeting on 29thNovember, 2018) accepted his resignation w.e.f 14th July, 2018. The Board places on record its appreciation for the services rendered by him during his tenure;

Ms.Khushboo Jain resigned from the post of Chief financial Officer w.e.f 29th November, 2018.The Board places on record its appreciation for the services rendered by her during her tenure;

Ms.Khushboo Jain (ACS 53823) resigned from the post of Company Secretary w.e.f 31st January, 2019. The Board places on record its appreciation for the services rendered by her during her tenure

As per the provisions of Companies Act, 2013 Mr. Nawal Kumar Somani (DIN: 08094850), Managing Director of the companywill retire by rotation at the ensuing AGM and being eligible offered himselffor re-appointment. The Board recommends hisre-appointment.

The Board of Directors at its meeting held on2nd August, 2019 has recommended the re-

appointment of Mr. Vishnu Kant Mundra (DIN: 00339710) for a second term of 5 (five) consecutive

years on the Board of the Company with effect from 01st April, 2019 to 31st March, 2024 subject to

the approval of shareholders in the ensuing Annual General Meeting.The re-appointment of

independent director shall be on the basis of report of performance evaluation therefore as per

performance evaluation done by Nomination and Remuneration Committee and Board of Directors

of the company the performance of Mr. Vishnu Kant Mundra (DIN: 00339710) is found satisfactory.

Further, the Board considers his background and experience and contributions made by him during

his tenure, the continued association of Mr.Vishnu Kant Mundra(DIN: 00339710)would be beneficial

to the Company and it is desirable to continue to avail his services as Independent Director

Except aforesaid changes, no other changes took place in the directors and KMP of the company during the year under review. Further, the following changes took place after the closure of financial year and till the date of this report:

Appointment of Ms. Shubhali Khandelwal as Company Secretary and compliance officer of the

company with effect from 24th April, 2019;

Appointment of Mr.Jitendra Khandelwal as Chief Financial Officer of the company with effect from

24th April, 2019;

Ms. Shubhali Khandelwal resigned from the post of Company Secretary and Compliance officer w.e.f

27th May, 2019. The Board places on record its appreciation for the services rendered by her during

her tenure

Appointment of Ms. Aayushi Pareek as company secretary and compliance officer of the company

with effect from 02nd August, 2019

Although such changes pertain to current financial year but your directors feel that it is prudent to

report such changes to its shareholders.

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12. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 and Schedule IV of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors. 13. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Company held Six (6) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 25th April, 2018, 30th May, 2018, 14th August 2018, 05th November, 2018, 29th November, 2018 (adjourned till 30th November, 2018), 30th November, 2018 (Adjourned Meeting)and 31st January, 2019. The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and compliances of Secretarial Standards-1 (SS-1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1. 14. MEETINGS OF THE INDEPENDENT DIRECTORS

A meeting of Independent Directors was held on 29th November, 2018 without the presence of the Non-Independent Directors and members of management. This Meeting was conducted to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting was attended by all the Independent Directors. 15. BOARD COMMITTEE

AUDIT COMMITTEE The Audit Committeeis constituted pursuant to the provisions of of Section 177 of the Companies

Act, 2013. Members of the Audit Committee possess financial / accounting expertise / exposure. Further, all the recommendations made by the Audit Committee were duly accepted by the Board of Directors

The audit committee comprises of 3 Directors, Mr. Vishnu Kant Mundra, Mr. Om Prakash Bansal and Mr.Nawal Kumar Somani .All the members of the Committee except Mr.Nawal Kumar Somani, are Independent Directors. Mr. Vishnu Kant Mundra, Independent Director is the Chairman of the committee.

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During the year under review the committee was reconstituted and Mr. Om Prakash Bansal was appointed in the committee. The Company Secretary of the Company is the Secretary of the Committee.

Four meetings of the Audit Committee were held during the financial year 2018-19 on 30th May 2018, 14th August, 2018, 05th November 2018 and 31st January, 2019. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration. The details of meetings and attendance were duly minutised. Following is the constitution of the committee as on 31st March, 2019.

S. No. Name of the Director Position Category

1. Mr. Vishnu KantMundra Chairman Independent Director

2. Mr. Nawal Kumar Somani Member Managing Director

3. Mr. Om Prakash Bansal Member Independent Director

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of this Committee possess sound expertise / knowledge / exposure.

3 meetings of the Nomination and Remuneration Committee were held during the financial year 2018-19 on 25th April, 2018, 30th May 2018 and 14th August, 2019. The details of meetings and attendance were duly minutised. Constitution of this committee as on 31st March, 2019 is given hereunder:


1. Mr. Om Prakash Bansal Chairman Independent Director

2. Ms. Prem LataSomani Member Non-Executive Director

3. Vishnu KantMundra Member Independent Director

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee is constituted pursuant to the provisions of section 178 of the Companies Act, 2013 for looking into the grievances of shareholders’ and investors of the company.

1 meeting of the Stakeholders’ Relationship Committee was held on 29th November, 2018. The details of meetings and attendance were duly minutised. Constitution of this committee as on 31st March, 2019 is given hereunder:


1. Mr.Om Prakash Bansal Chairman Independent Director

2. Ms. Prem Lata Somani Member Non Executive Director

3. Mr.Vishnu Kant Mundra Member Independent Director

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16. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act, the Board of Directors has carried out an annual performance evaluation of its own performance, board committees and individual directors. The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, manner of conducting the meetings, value addition of the Board members and corporate governance etc. as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, manner of conducting the meetings, value additions made by the members of the committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like attendance of the directors in the meetings, their contribution & inputs, qualification and expertise etc. 17. AUDITORS AND REPORT THEREON

STATUTORY AUDITOR

M/s Sapra & Co., Chartered Accountants,(Firm Registration Number: 003208C) the Statutory Auditor of the Company were appointed in the 27th Annual General Meeting of the company held on 29th

September, 2018 pursuant to the provisions of Section 139,142 and other applicable provisions if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 to conduct the audit of company’s accounts for a period of Five (5) years commencing from 1st April, 2018 and completing on 31st March, 2023. The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and need no elaboration. Further, the management of your company is taking all efforts to continue the functions of the company. The Auditors’ Report does not contain any qualification, reservation or adverse remark. Further, the Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013. Also, the company has received a certificate from the Statutory Auditors pursuant to Section 141 that the firm is eligible to conduct the statutory audit of the company for the financial year 2019-20.

SECRETARIAL AUDITORS

Pursuant to provision of the section 204 of the Companies Act 2013 read with rule 9 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s V.M.& Associates, Company Secretaries (FRN: P1984RJ039200) as Secretarial Auditor to conduct the Secretarial Audit of the company for the financial year 2018-19. Further, the Report submitted by the Secretarial Auditor for the financial year ended 31st March, 2019 is annexed herewith for your kind perusal and information as “Annexure-2”. The Secretarial Audit Report for the financial year 2018-19, in form MR‐3, contains the following observations:

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that the Net Owned Fund (NOF) of the company was below Rs.200 Lakhs being the minimum NOF required for NBFC as per the RBI Guidelines to which your management’s response is that the company made all possible efforts to increase its owned funds upto the prescribe limit and requested for extension of time in order to comply with the same. . However, since the company is in losses no investor agreed to invest in the company in light of which the company failed to achieve the Net Owned Funds upto the minimum required NOF for NBFC as per RBI guidelines.

that Company has not adhered to the Regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requiring hundred percent shareholding of promoter(s) and promoter group in dematerialized form, to which your management’s response is that the on dematerialisation of shares of the company, the company had issued letters to all the shareholders advising them to convert their physical shareholding in demat. Also, many shareholders of the company that have been categorized under promoters and promoter group are beyond the control of the company.

Further, the Board of Directors has approved the reappointment of M/s. V.M. & Associates, Company Secretaries, Jaipur (FRN .‐P1984RJ039200) as “Secretarial Auditors" for conducting Secretarial Audit for the financial year 2019-20.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the rules made thereunder the Board of Directors had approved the appointment of M/s Ghanshyam Rathi & Co., Chartered Accountants, as "Internal Auditor” of the company for conducting Internal Audit for the financial year 2018-19. The Internal Audit Reports for each quarter were received by the Company and the same were reviewed by the Audit Committee and Board of Directors. Further, the Board of Directors has approved the reappointment of M/s GhanshyamRathi& Co., Chartered Accountants, as "Internal Auditor” of the company for conducting Internal Audit for the financial year 2019‐20. 18. LOANS, GUARANTEES AND INVESTMENTS

The company has not given any guarantee or provided any security in connection with a loan during the year under review. Further, particulars of Loans given and investments made by the company are given under Note no. 5 and Note no. 4 of the Financial Statements of the company forming part of this Annual Report. 19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the company during the financial year were on an arm’s length basis and were in the ordinary course of business. All such contracts or arrangements, wherever required, have been approved by the Audit Committee and the Board. The company has not entered any transaction with the related parties, which are not at arm’s length.

Page 22


The details of the related party transactions as required are set out Note No. 24 of the financial Statements of the company forming part of this Annual Report. Further, the particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as “Annexure - 3”to this Annual Report. 20. PARTICULARS OF EMPLOYEES

There was no employee in the company drawing remuneration in excess of the limits set out in the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as “Annexure-4 ”. Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details are provided in the Annual Report as “Annexure-5”. 21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report under the heading “Annexure-6”. 22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)Rules, 2014 is furnished in “Annexure- 7” and is attached to this Report.

23. ORDER OF COURT OR REGULATOR OR TRIBUNAL

During the Period under review, company has received the notices from Registrar of Companies, Rajasthan under section 108, 158, 129 and 177,188,134,139,142 (for the financial year 2016-17, 2015-16 and 2014-15) and 134 (3) (n). Details of Compounding of such offences and penalty paid thereof has been given in Form MGT-9 enclosed as Annexure 1 and forms part of this report. Further, there were no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and company’s operations in future except:

The orders o Compounding of offences pursuant to the provisions of Section 441 of the Companies Act, 2013 and rules made there under, in respect of above mentioned notices received.

the Non Banking Finance Company (NBFC) licence of the company was cancelled by Reserve Bank of India (RBI) on 18th October, 2018 due to failure of the company to achieve its Net Owned Funds of Rupees 200 Lacs pursuant to Revised Regulatory Framework for NBFCs (RBI/2014-15/520 DNBR (PD)

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CC.No.024/03.10.001/2014-15) read with Notification No. DNBR. 007/CGM (CDS)-2015 dated March 27, 2015.

24. DEPOSITS

In terms of the provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has neither invited nor accepted or renewed any fixed deposits from public during the year under review. 25. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013 :

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19.

Number of complaints received: NIL

Number of complaints disposed off: NIL 26. CORPORATE GOVERNANCE

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies: a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not

exceeding Rs.25 crore, as on the last day of the previous financial year; b. Listed Entity which has listed its specified securities on the SME Exchange. Since, our Company falls in the ambit of aforesaid exemption (a); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report. However, the Company has due corporate governance norms for the financial year 2018-19. 27. REMUNERATION POLICY

The Nomination and Remuneration Policy of the company as mandated under Section 178 (3) (4) of the Companies Act, 2013 is available on the website of the company and can be accessed at http://www.psfs.co.in/nomination_remuneration.php 28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder. This vigil mechanism shall provide a channel to the employees and Directors to report to the management, concerns about unethical behaviour, and

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http://www.psfs.co.in/nomination_remuneration.php


also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional. The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. The Company will take appropriate action for its resolution. The Policy can be accessed on the Company website at following link http://www.psfs.co.in/whistleblower.php During the year, no whistle blower event was reported and mechanism is functioning well. 29. RISK MANAGEMENT

The Company operates in conditions where economic environment and social risk are inherent to its businesses. In managing risk, it is the Company's practice to take advantage of potential opportunities while managing potential adverse effects. The various elements of risk which the Directors think, that may threaten the existence of the Company are:

a) Financial Risk: Financial risk generally arises due to instability and losses in the financial market caused by movements in stock prices, currencies, interest rates and more.

b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial commitment to a Bank/Financial Institution in any location, any currency at any point in time. The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss.

c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming from a borrower's failure to repay a loan or otherwise meet a contractual obligation.

d) Time Risk: To compensate for non receipt of expected inflow of funds.

In line with Listing Regulations and as per the requirement of Section 134(3) (n) of the Companies Act, 2013 read with the rules made there under, as amended, Board has a framework for Risk Management to oversee the mitigation o such risks. 30. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board`s report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

The internal financial control systems are commensurate with the size and nature of its operations.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

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The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Managing Director and Board of Directors for review and necessary action.

Further, company’s internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business. 31. DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS

The company complies with all applicable standards issued by the institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

32. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) for the Key managerial Personnel (KMPs) and Senior Managerial Personnel (SMPs). The code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code of Conduct is available on the Company’s website http://www.psfs.co.in/codeofconduct.php 33. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms 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; (e) The directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

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34. OTHER DISCLOSURES

Other Disclosures with respect to Board’s Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013, the Rules notified thereunder or any other applicable provisions are either NIL or NOT APPLICABLE. 35. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders and all other Stakeholders of the company who had maintained their faith in the management of the company during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company. Place: Jaipur For and on Behalf of the Board of Directors Date: 02.08.2019 For Prem Somani Financial Services Limited



Registered Office Address: 42,Jai Jawan Colony, Scheme No.3 Durgapura Jaipur-302018(Rajasthan)

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ANNEXURE-1 Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31.03.2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS: i. CIN L67120RJ1991PLC 006220

ii. Registration Date 25th September,1991 iii. Name of the Company Prem Somani Financial Services Limited iv. Category / Sub-Category of the Company Company Limited by shares/Non-Govt. v. Address of the Registered office 42, Jai Jawan Colony Scheme-3, Durgapura, Jaipur-

302018, Rajasthan vi. Telephone 9829051268

vii. Email [email protected] viii. Website www.psfs.co.in

ix. Whether listed company Listed x. Name, Address and Contact details of

Registrar and TransferAgent, if any Alankit Assignments Limited 205-208 Anarkali Complex Jhandewalan,Extension New Delhi-110055 E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:

S. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1. Other Credit Granting (Interest Income) 6492 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of

Shareholders No. of Shares held at the beginning of the

year No. of Shares held at the end of the year % Change

during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a) Individual/HUF - 968000 968000 29.30 842000 126000 968000 29.30 -

b) Central Govt

- - - - - - - - -

c) State Govt (s)

- - - - - - - - -

-

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d) Bodies Corp.

- 53600 53600 1.62 - 53600 53600 1.62

e) Banks / FI - - - - - - - - -

f) Any Other….

- - - - - - - - -

Sub-total (A) (1):-

- 1021600 1021600 30.92 842000 179600 1021600 30.92 -

(2) Foreign

a) NRIs - Individuals

- - - - - - - - -

b) Other – Individuals

- - - - - - - - -

c) Bodies Corp.

- - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other….

- - - - - - - - -

Sub-total (A) (2):- - - - - - - - - -

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

- 1021600 1021600 30.92 842000 179600 1021600 30.92 -

B. Public Shareholding

- - - - - - - -

1. Institutions

- - - - - - - -

a) Mutual Funds

- 150000 150000 4.54 - - - - (4.54)

b) Banks / FI - - - - - - - - -

c) Central Govt

- - - - - - - - -

d) State Govt(s)

- - - - - - - - -

e) Venture Capital Funds

- - - - - - - - -

f) Insurance Companies

- - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others (specify)

- - - - - - - - -

Sub-total (B)(1):-

- 150000 150000

4.54 - - - - (4.54)

2. Non-Institutions

- - - - - - - - -

a) Bodies Corp.

- - - - - 18200 18200 0.56 0.56

i) Indian - 134900 134900 4.08 - 134900 134900 4.08 -

ii) Overseas - - - - - - - - -

Page 29Page 29


b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

- 1763200 1763200 53.38 15200 1800200 1815400 54.96 1.58

ii) Individual shareholders holding nominal share capital in excess of Rs 1lakh

- 235800 235800 7.14 13500 434700 448200 13.56 6.42

c) Others (NRI’S)

- 23500 23500 0.71 - - - - (0.71)

Sub-total (B)(2):-

- 2157400 2157400 65.31 - 2157400 2157400 65.31 -

Total Public Shareholding (B)=(B)(1)+(B)(2)

- 2307400 2307400 69.85 - 2307400 2307400 69.85 -

C. Shares held by Custodian for GDRs & ADRs

- 0 0 0 - 0 0 0 -

Grand Total (A+B+C)

- 3303400 3303400 100 - 3303400 3303400 100 -

ii. Shareholding of Promoter and Promoter Group

S. No.

Shareholder’s Name Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged /

encumbered to total

shares

No. of Shares % of total Shares of

the company

%of Shares

Pledged /

encumbered to

total shares

% change in share holding during

the year

1. Prem Lata Somani 766100 23.19 - 766100 23.19 - NIL

2. Naresh Somani 100 0.00 - 100 0.00 - NIL

3. Nawal Somani 57300 1.73 - 57300 1.73 - NIL

4. Navneet Somani 25000 0.76 - 25000 0.76 - NIL

5. Somani Securities Limited

53600 1.62 - 53600 1.62 - NIL

6. Nivesh Somani 18600 0.52 - 18600 0.52 - NIL

7. Ramasawami Roi Ambedkar

2500 0.07 - 2500 0.07 - NIL

8. S. Lalith Kumar Roongta 2500 0.07 - 2500 0.07 - NIL

9. Ravi Prakash Roongta 2500 0.07 - 2500 0.07 - NIL

10. Dariya Bai Sumermall 2500 0.08 - 2500 0.08 - NIL

11. NarayanaSettyvenkataBha.

2500 0.08 - 2500 0.08 - NIL

12. Meera Devi Jalan 200 0.01 - 200 0.01 - NIL

13. Rama Krishna G. Bhatt 2500 0.08 - 2500 0.08 - NIL

14. G. Dhanlaxmi 2500 0.07 - 2500 0.07 - NIL

Page 30Page 30


15. Manju Nath 2500 0.07 - 2500 0.07 - NIL

16. Ganpati M. Hedge 2500 0.08 - 2500 0.08 - NIL

17. GontlaSubbarayadu 2500 0.08 - 2500 0.08 - NIL

18. SumanAgarwal 2500 0.08 - 2500 0.08 - NIL

19. VirendraMahlotra 2500 0.08 - 2500 0.08 - NIL

20. S PannalalTatia 2500 0.08 - 2500 0.08 - NIL

21. Sunil Kumar Jalan 4700 0.14 - 4700 0.14 - NIL

22. Sarita Somani 22500 0.68 - 22500 0.68 - NIL

23. Nagpati Hedge 2500 0.08 - 2500 0.08 - NIL

24. Ramesh Chandra Maheshwari

20000 0.61 - 20000 0.61 - NIL

25. HemlataMaheshwari 10000 0.30 - 10000 0.30 - NIL

26. Mukesh Kumar Jain 2500 0.07 - 2500 0.07 - NIL

27. Deepak Patwari 2500 0.07 2500 0.07 - NIL

TOTAL 1021600 30.92 1021600 30.92 - Nil

iii. Change in Promoters’ Shareholding: NIL

S. No

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. Of shares

% of total shares of the company

No. Of shares % of total shares of the company

At the beginning of the year

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer /bonus/sweat equity etc)

At the End of the year

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S. No.

For each top ten shareholders Shareholding at the beginning of the year


No. of Shares

% of total Shares of

the company


the company

At the Beginning of the Year

1 CRB Trustee Limited A/C CRB Mutual Fund 150000 4.5 150000 4.5

2 Noble Corporate Services Private Limited 66900 2.05 67600 2.05

3 Madhav Prasad Agarwal 42700 1.30 42800 1.30

4 Annapurna Morolia 32200 0.97 32200 0.97

5 Navita 27300 0.83 27300 0.83

6 Manju Sharma 20000 0.60 20000 0.60

Page 31Page 31


7 Rajasthan Securities Services Private Limited 18400 0.56 18400 0.56

8 Dhoot Industrial Finance Limited 18200 0.55 18200 0.55

9 Gautam Nemani 16000 0.48 16000 0.48

10 Sunil Jalan 15200 0.46 15200 0.46

Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment /transfer /bonus / sweat equity etc)

At the End of the Year

1 CRB Trustee Limited A/C CRB Mutual Fund 150000 4.5 150000 4.5

2 Noble Corporate Services Private Limited 66900 2.05 67600 2.05

3 Madhav Prasad Agarwal 42700 1.30 42800 1.30

4 Annapurna Morolia 32200 0.97 32200 0.97

5 Navita 27300 0.83 27300 0.83

6 Manju Sharma 20000 0.60 20000 0.60

7 Rajasthan Securities Services Private Limited 18400 0.56 18400 0.56

8 Dhoot Industrial Finance Limited 18200 0.55 18200 0.55

9 Gautam Nemani 16000 0.48 16000 0.48

10 Sunil Jalan 15200 0.46 15200 0.46

v. Shareholding of Directors and Key Managerial Personnel:

S. No

Name

For each of the Directors and KMP

Shareholding at the beginning of the year


No. of Shares

% of total Shares of

the company


the company

At the Beginning Of the Year

1. Prem Lata Somani 766100 23.19 766100 23.19

2. Nawneet Somani 25000 0.76 25000 0.76

3. Vishnu Kant Mundra 11300 0.34 11300 0.34

4. Nawal Kumar Somani 57300 1.73 57300 1.73

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase/decrease(e.g. allotment /transfer /bonus/ Sweat equity etc)

At the End Of the Year

1. Prem Lata Somani 766100 23.19 766100 23.19

2. Vishnu Kant Mundra 11300 0.34 11300 0.34

3. Nawal Kumar Somani 57300 1.73 57300 1.73

4. Om Prakash Bansal - - - -

Total 802400 24.29 802400 24.29

Page 32Page 32


V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount Nil Nil Nil Nil

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil

Change in Indebtedness during the financial year

Addition Nil Nil Nil Nil

Reduction Nil Nil Nil Nil

Net Change Nil Nil Nil Nil

Indebtedness at the end of the financial year

i) Principal Amount Nil Nil Nil Nil

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil Nil Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

S. No.

Particulars of Remuneration

Name of MD/WTD/Manager Total Amount

NAWAL KUMAR SOMANI (W.E.F 21st May 2018)

1. Gross salary (a) Salary as per provisions

contained in section17(1)of the Income-tax Act,1961

(b) Value of perquisites u/s

17(2)Income-tax Act,1961

(c) Profits in lieu of salary under section17(3)Income-tax Act,1961

-

-

-

2. Stock Option - -

- -

- -

3. Sweat Equity - -

- -

- -

4. Commission

As %of profit

Others,specify…

-

-

-

5. Others, please specify - -

- -

- - -

Total (A)

Overall Ceiling as per the Act - -

- -

- -

Page 33Page 33


B. Remuneration to other directors: NIL

S. No.

Particulars of Remuneration Name of Directors Total Amount

----- ---- ---- ---

1. Independent Directors

Fee for attending board committee meeting

Commission

Others, please specify

- -

- -

- -

- -

- -

Total(1)

2. Other Non-Executive Directors

Fee for attending board committee meetings

Commission

Others, please specify

- -

- -

- -

- -

- -

Total(2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

C. Remuneration to key managerial personnel other than MD/Manager/WTD:

S No.

Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary (up

to (31.01.2019)

CFO (upto 29.11.2018)

Total

Khushboo Jain

1. Gross salary (d) Salary as per provisions contained in section17(1)of

the Income-tax Act,1961 (e) Value of perquisites u/s 17(2)Income-tax Act,1961

(f) Profits in lieu of salary under section 17(3)Income-tax Act,1961

- 1,08,000 1,08,000

2. Stock Option - - -

-

3. Sweat Equity - - -

-

4. Commission As % of profit

Others specify…

- - -

-

5. Others, please specify - - -

-

Total - 1,08,000 1,08,000

Page 34Page 34


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of

the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed (Amt. in Rs.)

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty N.A. NIL NIL N.A. N.A.

Punishment N.A. NIL NIL N.A. N.A.

Compounding 108 Company had not provided e-voting for the Annual General meeting

10,000

R.D (NWR)

N.A.

158 Company had not mentioned DIN of Directors in the Board’s Report

75,000

177 Company had mentioned Section 292 A of Companies Act, 1956 instead of Section 177 of the Companies Act, 2013 in the Annual Report for the Financial year ending on 31st march, 2016

5,000

134 Company had not made full provisions for diminution in value of Investments

50,000

134(4) The explanation provided by the board in respect of the non-compliance mentioned by the secretarial auditor is inadequate

1,00,000

203 Company had not appointed Company Secretary

1,00,000

B. DIRECTORS



Compounding 203 Company had not appointed Company Secretary

1,72,500

R.D (NWR)

N.A.

188 The company had not provided details of Related party Transactions in the Board’s Report

50,000

177 Company had mentioned Section 292 A of Companies Act, 1956 instead of Section 177 of the Companies Act, 2013 in the Annual Report for the Financial year ending on 31st march, 2016

5,000

108 Company had not provided e-voting for the Annual General meeting

10,000

158 Company had not mentioned DIN of Directors in the Board’s Report

50,000

134 Company had not made full provisions for diminution in value of Investments

50,000

Page 35Page 35


129 Company had not made full provisions for diminution in value of Investments due to which thereby profit for the year ending on 31st March, 2016 has been overstated

75,000

C. OTHER OFFICERS IN DEFAULT



Compounding N.A. NIL NIL N.A. N.A.

Place: Jaipur For and on Behalf of the Board of Directors Date: 02.08.2019 Prem Somani Financial Services Limited





Page 36Page 36


Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, Prem Somani Financial Services Limited 42, Jai Jawan Colony, Scheme No.3, Durgapura Jaipur- 302 018 (Rajasthan) We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Prem Somani Financial Services Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

Page 37Page 37


(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (repealed w.e.f. 9th December, 2018); (Not applicable to the Company during the Audit Period)

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 notified on 9th December, 2018; (Not applicable to the Company during the Audit Period)

(e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the Audit Period)

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period)

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (repealed w.e.f. 11th September, 2018); (Not applicable to the Company during the Audit Period)

(j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 notified on 11th September, 2018; (Not applicable to the Company during the Audit Period)

(k) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) As confirmed, following other laws were specifically applicable to the Company till the time Company was a Non Banking Financial Company (NBFC) registered with Reserve Bank of India for which the Management has confirmed that the Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively except that the Net Owned Fund (NOF) of the company was below Rs.200 Lakhs being the minimum NOF required for NBFC as per the RBI Guidelines: (a) The Reserve Bank of India Act, 1934; (b) Non-Banking Financial Company-Non-Systemically Important Non-Deposit taking

Company (Reserve Bank) Directions, 2016; (c) Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions,

2016; (d) Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016; and (e) Information Technology Framework for the NBFC Sector

We have also examined compliance with the applicable clauses of the following:

Page 38Page 38


i. Secretarial Standards issued by The Institute of Company Secretaries of India; ii. The Listing Agreement entered into by the Company with BSE Ltd;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that Company has not adhered to the Regulation 31 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requiring hundred percent shareholding of promoter(s) and promoter group in dematerialized form. We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advanc

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