To
The Members,
Your Directors present herewith their 33rd Annual Report of your Company comprising the Audited Financial Statements for the year ended 31st March 2024. <
FINANCIAL RESULTS
OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation, your Company has registered revenue from operation of Rs.1978.10/- Lakhs, as compared to Rs.36.88/- Lakhs in the previous financial year. Your company has earned net profit of Rs.179.98/- Lakhs as compared to net profit of Rs.13.19/- Lakhs in the previous financial year.
During the current year of operations, the Company continued to earn revenue from the Commission charges and Trading of Consumer Products. Your Company is expected to grow its business in the near future.
CHANGE IN NATURE OF BUSINESS
During the financial year 2023-24, The Company has not changed its nature of business and had been continuing with the same line of business.
RAISING OF FUND THROUGH WARRANT ISSUE
During the period under review the Board of Directors in its meeting held on the 10th of February, 2023 unanimously approved a proposal of the issuance and allotment of up to 40,00,000 (Forty Lakhs) Convertible Warrants ("Warrants") at a price of ^13/- (Rupees Thirteen Only) per Warrant, including the premium.
Each of these Warrants will possess the potential to be converted into, or exchanged for, one (01) fully paid-up equity share of our Company, which carries a face value of ^10/- (Rupees Ten Only). Furthermore, each equity share will have an associated premium of ^3/- (Rupees Three Only) per share. The total aggregate funds raised through this preferential issue will amount to ^5,20,00,000/- (Rupees Five Crores Twenty Lakhs Only).
Furthermore, the allotment of Warrants, was formally approved by our esteemed members through a postal ballot, and the Board subsequently sanctioned it during our meeting on the 10th of April, 2023.
Furthermore, we wish to inform you that a comprehensive report detailing the allocation and utilization of the funds raised through this preferential issue, Quarter by Quarter has been submitted by the Board.
Furthermore, we wish to inform you that the Board of Directors approved conversion of warrants in to Equity Shares on 09th December, 2023 and as a result the paid capital of the company has increased to 64,90,000 Equity Shares at Rs.10 each.
DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company does not have any subsidiary, joint Venture or associate Company.
DIVIDEND AND TRANSFER TO RESERVES
During the year the company has transferred all the amount to general reserve and the board has not recommended any dividend for the current year.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes that had occurred in the composition of the Board of Directors and Key Managerial Personnel are as follows:
None of the Directors of the Company are disqualified for being appointed and re-appointed as Directors in terms of Section 164 of the Companies Act, 2013.
No other Director or Key Managerial Personnel has been appointed, resigned or retired during the year. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149(6) of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration amendment) Rules, 2021 a Draft copy of the Annual Return is made available on the Website of the Company at www.pulsarinternationallimited.wordpress.com.
MEETINGS
During the year, 12 (Twelve) meetings of the Board of Directors of the Company were convened and held. The details of date of meetings and the attendance of each director at the Board Meetings and Committees Meetings are annexed herewith as "Annexure I". The intervening gap between the Board meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departure
ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the
7 period;
iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the directors have prepared the annual accounts on a going concern basis;
v. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year ended 2023-24.
? AUDIT COMMITTEE
The Audit Committee of the Company is constituted in accordance with Section 177(2) of the Companies Act, 2013.
The Composition of the Audit Committee as on 31.03.2024 is as follows:
During the period under review the changes are carry out in compliance with the provision of Section 177 of the companies act 2013 and Rules made thereunder.
NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013. The Composition of the Committee as on 31.03.2024 is as follows:
During the period under review the changes are carry out in compliance with the provision of Section 178 of the companies act 2013 and Rules made thereunder.
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed herewith as "Annexure-N".
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted in accordance with Section 178 of the Companies Act, 2013. The Composition of the Committee as on 31.03.2024 is as follows:
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year, the company has given loans to the corporate incompliance of Section 186 of the Company's Act 2013. Further note that the company did not give any guarantee, nor any security nor made any investments within the meaning of Section 186 of the Companies Act, 2013.
RELATED PARTY CONTRACTS
During the financial year, your Company entered into related party transactions which were on arm's length basis and in ordinary course of business. There are no material transactions with any related party as referred in sub-section (1) of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Your Directors draw attention to Note no. 08 of Notes forming part of financial statement which sets out related party disclosure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information relating to energy conservation, technology absorption and research & development pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of Energy:
i. Steps taken or impact on conservation of energy:
Since the Company is not carrying out any manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the energy utilized.
ii. Steps taken by the Company for utilizing alternate sources of energy:
The Company has not utilized any alternate source of energy during the year.
iii. Capital investment on energy conservation equipment's: Nil
B. Technology absorption:
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil
iii. Imported technology (imported during the last three years reckoned from the beginning of the financial year):
a) Details of technology imported - No technology was imported.
b) Year of import - Not Applicable
c) Whether the technology been fully absorbed- Not Applicable
d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable
iv. Expenditure incurred on Research and Development - Not Applicable
C. Foreign Exchange earnings and outgo:
During the year 2023-24, there have been no foreign exchange earnings or outgo.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
RISK MANAGEMENT
The Company has adequate systems to identify major risks which may threaten the existence of the Company. The same is subject to review from time to time. Mitigation measures for the identified risks are taken based on the type of risks.
DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time Settlement of loans taken from Banks and Financial Institutions.
FORMAL ANNUAL EVALUATION f
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. :
On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
Independent Director evaluated the performance of non-independent directors, performance of the Board as a whole and performance of the Chairman, taking into account the views of executive directors and non-executive directors.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS S
There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013.
Your Directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013 as amended.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as 'Annexure - III' to the Directors' Report.
None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules.
AUDITORS
Statutory Auditor :
At the 29th Annual General Meeting held on 14th August, 2020 M/s. H.G. Sarvaiya & Co., Chartered Accountants, Mumbai (Firm Regn.No.0115705W), were appointed as the Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting.
Statutory Auditor's Report
M/s. H.G. Sarvaiya & Co., Chartered Accountants, Mumbai (Firm Regn.No.0115705W), Statutory Auditors of the Company have given their report on the Financial Statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.
Secretarial Auditor
M/s. Ankurkumar Dineshchandra Gandhi & Associates, Practising Company Secretaries, were appointed as Secretarial Auditor of your Company to conduct a Secretarial Audit of records and documents of the Company for the financial year ended 31st March, 2023. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as "Annexure IV".
Secretarial Auditor's Report
Remarks or Qualifications by Secretarial Auditors and comments from the Board.
1. The Newspaper Publication with respect to financial results for the Quarter ended 31.03.2023, 30.06.2023, 30.09.2023 and 31.12.2023 are not published as required under Regulation 47 (1) (b) of SEBI (LODR) Regulations, 2015;
Management Reply: We would like to clarify that the delay in publishing the newspaper advertisements was unintentional and occurred due to unforeseen logistical challenges faced by the company during the specified timeframes. We will ensure compliance in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in 'Annexure -V' and forms a part of the Annual Report.
REPORTING OF FRAUD BY THE AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013
The Board of Directors state that M/s. H. G. Sarvaiya & Co., Chartered Accountants Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of the continued support and cooperation received from various customers, banks, employees and other stakeholders of the company.