Directors Report of Premium Capital Markets & Investments Ltd.

Mar 31, 2024

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

FINANCIAL PERFORMANCE (in Lakhs)

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	67.62	1.78
Other Income	20.85	0.01
Total Income	88.47	1.79
Operating Expenditure before Finance Cost, Depreciation and Amortization	92.87	2.77
Earnings before Finance Cost, Depreciation and Amortization	(4.39)	(0.98)
Less: Finance Cost	0.00	0.00
Less: Depreciation and Amortization Expenses	0.00	0.00
Profit/(Loss) before Tax	(27.99)	(0.98)
Less: Tax Expense	0.00	0.00
Profit/(Loss) after Tax (PAT)	(27.99)	(0.98)

Review of Performance

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

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

Dividend & Reserves

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

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

Change in Nature of Business

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

SHARE CAPITAL:

Authorized Capital

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

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

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

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

Issued, Subscribed & Paid-up Capital

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

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

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

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

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

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

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

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

Name of Director	Category Cum Designation	Date of Appointment at current term	Total Directorship	No. of CommitteeA		No. of Shares held as on March 31, 2024
				in which Director is Member as on March 31, 2024	in which Director is Chairman as on March 31, 2024
Ms. Ruchismita Patel	Independent Director	11/08/2023	1	2	1	0
Ms. Arti Gour	Independent Director	17/08/2023	1	2	0	0
Ms. Papita Nandi	Non-Executive Director	11/08/2023	2	2	1	0
Ms. Manisha Sudip Bhattacharya	Whole-time Executive Director	11/08/2023	2	0	0	0

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

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

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

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

Disclosure by Directors:

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

Board Meeting

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

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

Name of Director	Ms. Ruchismita Patel*	Ms. Arti Gour**	Ms. Papita Nandi*	Ms. Manisha Sudip Bhattacharya*	Mr. Deoraj Pathak#	Mr. Nitin Kanodia#	Mrs. Sarita PandeyA
Number of Board Meeting held	9	9	9	9	9	9	9
Number of Board Meetings Eligible to attend	7	5	7	7	3	3	4
Number of Board Meeting attended	7	5	7	7	3	3	4
Presence at the previous AGM	Yes	Yes	Yes	Yes	NA	NA	NA

* w.e.f August 11, 2023 ^A up to September 11, 2023 # up to September 01, 2023 **w.e.f August 17, 2023

Changes in Directors

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

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

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

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

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

Independent Directors

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

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

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

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

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

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

Details of Key Managerial Personnel

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

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

Performance Evaluation

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

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

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

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

o Separate meeting of Independent Directors was held to evaluate the performance of non-independent
directors, performance of the board as a whole and performance of the chairman, taking into account the
views of executive directors and non-executive directors. The same was discussed in the board meeting
that followed the meeting of the independent directors, at which the performance of the board, its
committees and individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

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

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

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

e) The Directors had laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

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

1. Audit Committee

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

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

Name of Members	Category	Designation in Committee	Number of Meetings during the Financial Year 2023-24
			Held	Eligible to attend	Attended
Mr. Deoraj Pathak*	Independent Director	Chairman	5	2	2
Mr. Nitin Kanodia*	Independent Director	Member	5	2	2
Mrs. Sarita Pandey**	Independent Director	Member	5	3	3
Ms. Arti GourA	Independent Director	Member	5	3	3
Ms. Ruchismita Patel#	Independent Director	Chairman	5	3	3
Ms. Papita Nandi#	Non-Executive Director	Member	5	3	3

* Up to September 01, 2023 ** Up to September 11, 2023 ^Aw.e.f. August 17, 2023 # w.e.f. August 11, 2023

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

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

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

Vigil Mechanism

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

2. Nomination and Remuneration Committee

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

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

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

Name of Members	Category	Designation in Committee	Number of Meetings during the Financial Year 2023-24
			Held	Eligible to attend	Attended
Mr. Deoraj Pathak*	Independent Director	Chairman	4	2	2
Mr. Nitin Kanodia*	Independent Director	Member	4	2	2
Mrs. Sarita Pandey**	Independent Director	Member	4	3	3
Ms. Arti GourA	Independent Director	Member	4	2	2
Ms. Ruchismita Patel#	Independent Director	Chairman	4	3	3
Ms. Papita Nandi#	Non-Executive Director	Member	4	3	3

* Up to September 01, 2023 ** Up to September 11, 2023 ^Aw.e.f. August 17, 2023 # w.e.f. August 11, 2023

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

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

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

Nomination and Remuneration Policy

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

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

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

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

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

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

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

3. Stakeholders'' Grievances and Relationship Committee

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

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

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

Name of Members	Category	Designation in Committee	Number of Meetings during the Financial Year 2023-24
			Held	Eligible to attend	Attended
Mr. Deoraj Pathak*	Independent Director	Chairman	2	0	0
Mr. Nitin Kanodia*	Independent Director	Member	2	0	0
Mrs. Sarita Pandey**	Independent Director	Member	2	2	2
Ms. Arti GourA	Independent Director	Member	2	1	1
Ms. Ruchismita Patel#	Independent Director	Chairman	2	2	2
Ms. Papita Nandi#	Non-Executive Director	Member	2	2	2

* Up to September 01, 2023 ** Up to September 11, 2023 ^Aw.e.f. August 17, 2023 # w.e.f. August 11, 2023

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

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

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

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

Public Deposits

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

Particulars of loans, guarantees and investments:

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

Annual return

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

Related Parties Transaction

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

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

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

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

Internal financial control systems and their adequacy:

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

Maintenance of cost records:

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

Significant and Material Orders:

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

Material changes and commitment affecting financial position of the Company

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

Risk Management

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

Sexual Harassment of Women at Workplace

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

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

Management Discussion and Analysis Report

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

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

A. Conservation of Energy -

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

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

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

B. Technology Absorption -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution: None

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

the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

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

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

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

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

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

Statutory Auditors

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

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

Secretarial Audit

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

The above reports contain remarks as follows :

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

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

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

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

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

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

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

Reporting of Fraud

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

Corporate Governance

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

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

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

Details of difference between valuation amount on one time settlement and valuation while availing loan
from banks and financial institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial
institution.

Compliance with the provisions of SS 1 and SS 2

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

General Disclosure

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

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

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

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

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

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

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

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

Acknowledgment

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

Registered office: By order of the Board of Directors

401- Starlit Tower, For, PREMIUM CAPITAL MARKET AND INVESTSMENT LIMITED

29 - Y.N. Road, Indore - 452003, CIN: L67120MP1992PLC007178

Madhya Pradesh, India

Ms. Papita Nandi Ms. Manisha Sudip Bhattacharya
Place: Indore Non-Executive Director Wholetime Director

Date: September 2, 2024 DIN: 09613512 DIN: 09630474

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Mar 31, 2014

Dear Members,

The Director present their 22nd Annual report on the business and operations of the Company along with the Audited Balance Sheet and statement of Profit & Loss for the year ended 31st March, 201-4.

FINANCIAL RESULT :

Financial Result of the company for the year under review along with the comparative figures for previous year are as follows:

(Rs. in Lakhs)

2013-14 2012-13

Total Income from operations 07.53 8.24

Profit (Loss) before tax and depreciation (119.19) 0.43

Less: depreciation 0.36 0.36

Profit (Loss) before Tax (119.55) 0.07

Previous year's adjustment 0.00 0.00

Provision for Tax, 0.00 0.00

(119.55) 0.07

Add : Balance brought forward from previous year (486.84) (486.91)

Losses carried to Balance Sheet (606.39) (486.84)

Earning Per Share (01 .82) 0.00

DIVIDEND:

Looking into the heavy business losses suffered by the Company, it is not possible for the management to recommend any dividend for the year under review.

REVIEW ON OPERATIONS:

During the Financial Year 2013-14, the Company has incurred loss of Rs.119.55 Lacs which is due to making provision of Rs. 119.61 Lacs for doubtful debts otherwise there is profit of Rs.0.06 lacs which is at par in compari- son to last year profit. The company's funds are blocked with sundry debtors and advances made by the com- pany, for which necessary legal proceedings were already initiated by the Company which are under various stages, therefore necessary provisions were created. Though, in absence of the liquidity of funds the Company could generate better comparatively results during the year under review.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:

The Company has reasonable system of internal control comprising authority levels and the powers, supervision, checks, policies, and the procedures. The Audit Committee consists of Shri Shivdatt Bohra (Chairman of the (Director) & Shri Vinay F. Kothari (Director).

The said Committee review the adequacy of internal control system and the Compliance thereof. Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The committee also reviewed the internal control system during the year.

SHARE CAPITAL & LISTING:

The Equity Share of the Company can also be kept in Electronic form your Company has obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and National Securities Depository Ltd (NSDL) to provide facilities to all members and investors to hold the Company's shares in Dematerialized form.

Company's Equity Shares are listed with the Stock Exchange, Mumbai, M.P. & Ahmedabad. In view of the SEBI (Delisting of Securities) Guidelines, 2003 application has been made with the M.P. and Ahmedabad Stock Exchange for delisting which is under consideration. Therefore, Company Shares will be listed only with the BSE, where the Equity shares of the Company being traded generally.

Your Company is regular in payment of Annual Listing Fee to the Stock Exchange.

DIRECTORS:

The Board consists of executive & non-executive directors including independent director who have wide & varied experience in different disciplines of corporate functioning.

Shri Vinay F Kothari, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Sumerchand Jain, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSITS:

In view of the Directions of the RBI issued on 2nd January, 1998 your Company has neither accepted nor invited any deposit from the General Public. There is no outstanding amount of matured deposits remain unpaid at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section of 217(2AA) of the Companies Act, 1956 your directors State that :

* In the preparation of accounts, the applicable accounting standards have been followed.

* Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31, 2014 and the Statement of Profit / Loss of the company for the year ended on that date.

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

* The annual accounts of the company have been prepared on a going concern basis.

AUDITORS REPORT:

The Auditors in their report have referred to the Notes forming part of the Accounts, considering the principle of :he materiality; the notes are self-explanatory and need no comments.

AUDITORS:

The Statutory Auditors, M/s. Airen & Saiuja Chartered Accountants (ICAI Registration No. 004588C), hold office until the conclusion of ensuing AGM and are eligible for re-appointment for further period of up to three Monsecutive years as per Section 139 of the Companies Act, 2013. M/s. Airen & Saiuja, while offering themselves for re-appointment, has provided certificate to the effect that, their re-appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013 and they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

|n view of the above and based on the recommendation of the Audit Committee, the Board of Directors recommends re-appointment of, M/s. Airen & Saiuja as the Statutory Auditors of the Company for a period of three consecutive years to hold office from the conclusion of this AGM till the conclusion of 25th AGM of the Company, subject to atification of their appointment by the Members at every AGM held after this AGM.

CORPORRATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practice and follows the principles of fair representation land full disclosure in all its dealings and communications, thereby protecting the rights and interests of all its Shareholders .The Company's goal is to find creative & productive ways of delighting its stakeholders, i.e. investors, customers and associates, while fulfilling the role of a responsible Corporate representative committed to the best practices.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement within the stipulated time. A report on the Corporate Governance has been attached to the Directors' Report.

PERSONNEL:

The Company continued to have cordial relationship with its employees during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

particulars pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 fare not applicable to the Company as it has no manufacturing activities during the year under review. The Company has no earning or outing of any foreign exchange.

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable since, none of the employee of the Company is drawing more then Rs.24,00,000/- P.A. or Rs.2,00,000/- P.M. for the part of the year under review.

ACKNOWLEDGEMENT:

Your Director wish to place on record their sincere appreciation and acknowledge with the gratitude forth assistance, co-operation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the Company and look forward for their continued support.

For & on Behalf of the Board

For & on Behalf of the Board

Sd/- Place : Indore S.K.Bandi Date : 25th August 2014 Director DIN : 00789385

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Mar 31, 2012

To' The Members Premium Capital Market and Investments Limited

The Director present their 20th Annual report on the business and operations of the Company along with the Audited Balance Sheet and statement of Profit & Loss for the year ended 31st March' 2012.

FINANCIAL RESULT:

Financial Result of the company for the year under review along with the comparative figures for previous year are as follows:

(Rs. in Lakhs) 2011-12 2010-11

Total Income from operations 7.37 5.28

Profit (Loss) before tax and depreciation 0.43 (3.01)

Less: depreciation 0.36 0.42

Profit (Loss) before Tax 0.07 (3.43)

Previous year's adjustment 0.00 0.00

Provision for Tax. 0.00 0.00

0.07 (3.43)

Add: Balance brought forward from previous year (486.98) 483.56

Losses carried to Balance Sheet (486.91) 486.98

Earning Per Share 0-00 (0-05)

DIVIDEND :

Looking into the heavy business losses suffered by the Company' it is not possible for the management to recommend any dividend for the year under review.

REVIEW ON OPERATIONS:

During the Financial Year 2011-12' the Company has earned profit of Rs.0.07 Lacs in comparison to last year loss of Rs.3.43 Lacs. The company's founds blocked with sundry debtors and advances made by the company' for which necessary legal proceedings were already initiated by the Company which are under various stages. Though' in absence of the liquidity of funds the Company could generate better comparatively results during the year under review.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY :

The Company has reasonable system of internal control comprising authority levels and the powers' supervision' checks' policies' and the procedures. The Audit Committee consists of Shri Shivdatt Bohra (Chairman of the Audit Committee)' Shri Sumerchand Jain (Director) & Shri Vinay F. Kothari (Director).

The said Committee review the adequacy of internal control system and the Compliance thereof. Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The committee also reviewed the internal control system during the year.

SHARE CAPITAL & LISTING:

The Equity Share of the Company can also be kept in Electronic form your Company has obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and National Securities Depositoiy Ltd (NSDL) to provide facilities to all members and investors to hold the Company's shares in Dematerialized form.

Company's Equity Shares are listed with the Stock Exchange' Mumbai' M.P. & Ahmedabad. In view of the SEBI (Delisting of Securities) Guidelines' 2003 application has been made with the M.P. and Ahmedabad Stock Ex- change for delisting which is under consideration. Therefore; Company Shares will be listed only with the BSE' where the Equity shares of the Company being traded generally.

Your Company is regular in payment of Annual Listing Fee to the Stock Exchange.

DIRECTORS:

The Board consists of executive & non-executive directors including independent director who have wide & varied experience in different disciplines of corporate functioning.

Shri Vinay F. Kothari' Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible' offer himself for re-appointment.

Shri Sumer Chand Jain' Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible' offer himself for re-appointment.

PUBLIC DEPOSITS:

In view of the Directions of the RBI issued on 2nd January' 1998 your Company has neither accepted nor invited any deposit from the General Public. There is no outstanding amount of matured deposits remain unpaid at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section of 217(2 A A) of the Companies Act' 1956 your directors State that:

- In the preparation of accounts' the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31'2012 and the statement of Profit / Loss of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act' 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the company have been prepared on a going concern basis.

AUDITORS REPORT:

The Auditors in their report have referred to the Notes forming part of the Accounts' considering the principle of the materiality; the notes are self-explanatory and need no comments.

AUDITORS:

Comments of the Auditors in their Annual Report and the forming part of the Accounts are self-explanatory and needs no comment. M/s Airen Saluja & Hablani' Chartered Accountants' Auditors of your Company retires from the office of the Auditors at the ensuing Annual General Meeting. The Company has obtained a certificate from them in accordance with the provision of Section 224(1B) of the Company's Act 1956 confirming their eligibility for re-appointment as the auditors of the Company.

Your directors recommend to appoint M/s Airen Saluja & Hablani' Chartered Accountants as the Auditors of the Company to hold office till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors of the Company.

CORPORRATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practice and follows the principles of fair representa- tion and full disclosure in all its dealings and communications' thereby protecting the rights and interests of all its shareholders .The Company's goal is to find creative & productive ways of delighting its stakeholders' i.e. inves- tors' customers and associates' while fulfilling the role of a responsible Corporate representative committed to the best practices.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement within the stipulated time. A report on the Corporate Governance has been attached to the Directors' Report.

PERSONNEL:

The Company continued to have cordial relationship with its employees during the year under review.

CONSERVATION OF ENERGY' TECHNOLOGY ABSORPTION:

Particulars pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule' 1988 are not applicable to the Company as it has no manufacturing activities during the year under review. The Com- pany has no earning or outing of any foreign exchange.

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217 (2A) of the Companies Act' 1956 read with the Com- panies (Particulars of the Employees) Rules' 1975 are not applicable since' none of the employee of the Company is drawing more then Rs.24'00'000/- P. A. or Rs.2'00'000/- P.M. for the part of the year under review.

ACKNOWLEDGEMENT:

Your Director wish to place on record their sincere appreciation and acknowledge with the gratitude forth assis- tance' co-operation and encouragement by valued customers' suppliers' bankers' shareholders and employees of the Company and look forward for their continued support.

For & on Behalf of the Board

Place: Indore S.K. BANDI

Dated : 17TH August' 2012 Director

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Mar 31, 2010

The Directors present their 18th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Financial Results of the company for the year under review along with the comparative figures for previous year are as follows:

(Rs in Lakhs)

2009-10 2008-09

Total Income from operations 1.92 (-)0.12

Profit (Loss) before tax and depreciation (-)8.89 (-) 15.59

Less: Depreciation 1.69 1.69

Profit (Loss) before Tax (-) 10.58 (-) 17.28

Previous years adjustment 00.00 00.00

Provision for Tax 0.00 -

(-) 10.58 (-) 17.28

Add: Balance brought forward from previous year (-) 472.98 (-) 455.70

Losses carried to Balance Share (-) 483.56 (-) 472.98

Earning Per Share (0.16) (0.26)

DIVIDEND:

Looking into the heavy business losses suffered by the Company, it is not possible for the management to recommend any dividend for the year under review.

REVIEW ON OPERATIONS:

During the Financial Year 2009-10, the Company has incurred loss of Rs. 10.58 Lacs in comparison to last year loss of Rs. 17.28 lacs. The companys funds blocked with sundry debtors and advances made by the company, for which necessary legal proceedings were already initiated by the Company which are under various stages. Though, in absence of the liquidity of funds the Company could generate better comparatively results during the year under review.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY:

The Company has reasonable system of internal control comprising authority levels and the powers, supervision, checks, policies, and the procedures. The Audit Committee consists of Shri Shivdatt Bohra (Chairman of the Audit Committee), Shri Sumerchand Jain (Director) & Shri Vinay E Kothari (Director).

The said Committee reviews the adequacy of internal control system and the Compliance thereof.

Further the annual financial statement of the company are reviewed and approved by the committee and placed before the Board for the consideration. The committee also reviewed the internal control system during the year.

SHARE CAPITAL & LISTING:

The Equity Share of the Company can also be kept in Electronic form. Your Company has obtained connectivity from the Central Depository Services (India) Ltd. (CDSL) and National Securities Depository Ltd (NSDL) to provide facilities to all members and investors to hold the Companys shares in Dematerialized form.

Companys Equity Shares are listed with the Bombay Stock Exchange, Mumbai, M.P & Ahmedabad. In view of the SEBI (Delisting of Securities) Guidelines, 2003 application has been made with the M.E and Ahmedabad Stock Exchange for delisting which is under consideration. Therefore, Company Shares will be listed only with the BSE, where the Equity shares of the Company being traded generally.

Your Company is regular in payment of Annual Listing Fee to the Stock Exchange.

DIRECTORS:

The Board consists of executive & non-executive directors including independent director who have wide & varied experience in different disciplines of corporate functioning.

Shri Vinay F. Kothari, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Sumer Chand Jain, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

PUBLIC DEPOSITS:

In view of the Directions of the RBI issued on 2nd January, 1998 your Company has neither accepted nor invited any deposit from the General Public. There is no outstanding amount of matured deposits remain unpaid at the end of the financial year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section of 217(2AA) of the Companies Act, 1956 your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31,2010 and the Profit/Loss of the company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

• The annual accounts of the company have been prepared on a going concern basis.

AUDITORS REPORT:

The Auditors in their report have referred to the Notes forming part of the Accounts, considering the principle of the materiality; the notes are self-explanatory and need no comments.

AUDITORS:

Comments of the Auditors in their Annual Report and the forming part of the Accounts are self-explanatory and needs no comment. M/s Airen Saluja & Hablani, Chartered Accountants, Auditors of your Company retires from the office of the Auditors at the ensuing Annual General Meeting. The Company has obtained a certificate from them in accordance with the provision of Section 224(1B) of the Companies Act, 1956 confirming their eligibility for re-appointment as the auditors of the Company.

Your directors recommend to appoint M/s Airen Saluja & Hablani, Chartered Accountants as the Auditors of the Company to hold office till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors of the Company.

CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practice and follows the principles of fair representation and full disclosure in all its dealings and communications, thereby protecting the rights and interests of all its shareholders .The Companys goal is to find creative & productive ways of delighting its stakeholders, i.e. investors, customers and associates, while fulfilling the role of a responsible Corporate representative committed to the best practices.

Your Company has complied with the mandatory requirements of clause 49 of the listing agreement within the stipulated time. A report on the Corporate Governance has been attached to the Directors Report.

PERSONNEL:

The Company continued to have cordial relationship with its employees during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Particulars pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 are not applicable to the Company as it has no manufacturing activities during the year under review. The Company has no earning or outing of any foreign exchange.

PARTICULARS OF EMPLOYEES:

Particulars of the employees as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 are not applicable since, none of the employee of the Company is drawing more then Rs.24,00,000/- P.A. or Rs.2,00,000/- EM. for the part of the year under review.

ACKNOWLEDGEMENT.

Your Director wish to place on record their sincere appreciation and acknowledge with the gratitude forth assistance, co-operation and encouragement by valued customers, suppliers, bankers, shareholders and employees of the Company and look forward for their continued support.

For & on Behalf of the Board

Place : Indore S.K. BANDI

Dated : 9th August, 2010 Director