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, 2025.
FINANCIAL PERFORMANCE (in Lakhs)
|
Particulars
|
F.Y. 2024-25
|
F.Y. 2023-24
|
|
Revenue from Operations
|
868.89
|
67.62
|
|
Other Income
|
0
|
20.85
|
|
Total Income
|
868.89
|
88.47
|
|
Operating Expenditure before Finance Cost, Depreciation and Amortization
|
930.61
|
92.87
|
|
Earnings before Finance Cost, Depreciation and Amortization
|
(61.72)
|
(4.39)
|
|
Less: Finance Cost
|
0.00
|
0.00
|
|
Less: Depreciation and Amortization Expenses
|
0.00
|
0.00
|
|
Profii/(Loss) before Tax
|
(44.30)
|
(27.99)
|
|
Less: Tax Expense
|
(17.42)
|
0.00
|
|
Profit/(Loss) after Tax (PAT)
|
(44.30)
|
(27.99)
|
Review of Performance
During the year under review, the Company has earned Rs. 868.89 Lakhs from Revenue from Operations as
compared to Rs. 67.62 Lakhs for the Financial Year 2023-24. The Company has suffered Loss after tax of Rs.
44.30 Lakhs during the financial year 2024-25 as compared to loss of Rs. 27.99 Lakhs in the financial year 2023¬
24.
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 2024-25 (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, 2025 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,
2025
|
in which
Director is
Chairman
as on
March 31,
2025
|
|
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
8 (Eight) times viz; May 03, 2024; May 10, 2024; August 13, 2024; August 29, 2024, September 02, 2024; October
15, 2024; February 08, 2025; and March 20, 2025.
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
|
|
Number of Board Meeting
held
|
8
|
8
|
8
|
8
|
|
Number of Board Meetings
Eligible to attend
|
8
|
8
|
8
|
8
|
|
Number of Board Meeting
attended
|
8
|
8
|
8
|
8
|
|
Presence at the previous
AGM
|
Yes
|
Yes
|
Yes
|
Yes
|
Changes in Directors
During the Period under review, there was no Appointment or Resignation of Director in the Company.
Further, in accordance with the provisions of the Articles of Association and Section 152 of the Companies Act,
2013, Ms. Papita Nandi (DIN: 09613512), a Non-Executive 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 33rd 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 08, 2025 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 2024-25. 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 no change in the Independent Directors of the Company.
Details of Key Managerial Personnel
During the year under review, the Company had Ms. Manisha Sudip Bhattacharya (DIN: 09630474), Whole
Time Director of the company w.e.f. August 11, 2023., Mr. Ripu Sudhan Shukla , Chief Financial Officer of the
company w.e.f. August 17, 2023. And Mr. Deepak Bissa, Company Secretary and Compliance officer of the
company w.e.f. December 07, 2023 who were acting as Key Managerial Personnel in accordance with Section
203 of the Companies Act, 2013.
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, 2025, 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, 2025 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 6 (Six) times during the Financial Year 2024-25 viz.; May 03, 2024;
May 10, 2024; August 13, 2024; October 15, 2024, February 08, 2025 and March 20, 2025.
|
Name of Members
|
Category
|
Designation in
Committee
|
Number of Meetings during the Financial
Year 2024-25
|
| |
Held
|
Eligible to attend
|
Attended
|
|
Ms. Rurhismita Patpl
|
Indpppndpnt
Dirprtor
|
Chairman
|
6
|
6
|
6
|
|
Ms. Arti Gour
|
Indpppndpnt
Dirprtor
|
Mpmbpr
|
6
|
6
|
6
|
|
Ms. Papita Nandi
|
Non-Exprutivp
Dirprtor
|
Mpmbpr
|
6
|
6
|
6
|
The Company Sprrptary of thp Company is acting as Sprrptary to thp Audit Committpp.
Ms. Ruchismita Patpl, thp Chairpprson of thp Committpp had attpndpd last Annual Gpnpral Mppting of thp
Company hpld on Spptpmbpr 30, 2024.
Rprommpndations of Audit Committpp, whprpvpr/whpnpvpr givpn, havp bppn arrpptpd by thp Board of
Directors. Furthpr, thp tprms of rpfprpnrp, rolps and powprs of thp Audit Committpp arp as ppr Sprtion 177 of
thp Companips Art, 2013 (as ampndpd) and SEBI (LODR) Rpgulation 2015, as ampndpd.
Vigil Mechanism
Thp Company has pstablishpd a vigil mprhanism and arrordingly frampd a Whistlp Blowpr Poliry. Thp poliry
pnablps thp pmploypps to report to thp managpmpnt instanrps of unpthiral bphavior, artual or suspprtpd fraud
or violation of company's Code of Conduct. Further the mechanism adopted by the Company encourages the
Whistlp Blowpr to report gpnuinp ronrprns or gripvanrps and providp for adpquatp safp guards against
virtimization of thp Whistlp Blowpr who avails of surh mprhanism and also providps for dirprt arrpss to thp
Chairman of thp Audit Committpp, in pxrpptional rasps. Thp funrtioning of vigil mprhanism is rpvipwpd by thp
Audit Committpp from timp to timp. Nonp of thp Whistlp blowprs has bppn dpnipd arrpss to thp Audit
Committpp of thp Board. Thp Whistlp Blowpr Poliry of thp Company is availablp on thp wpbsitp of thp
Company at www.prpmrapltd.rom.
2. Nomination and Remuneration Committee
Thp Company has formpd Nomination and Rpmunpration rommittpp in linp with thp provisions Sprtion 178 of
thp Companips Art, 2013 and rpad with SEBI (LODR) Rpgulation 2015, as ampndpd. Nomination and
Rpmunpration Committpp mpptings arp gpnprally hpld for idpntifying thp pprson who is qualifipd to bpromp
Dirprtors and may bp appointpd in spnior managpmpnt and rprommpnding thpir appointmpnts and rpmoval.
During thp ypar undpr rpvipw, thp Nomination and Rpmunpration Committpp mpt Two (Onp) timp during thp
Finanrial Ypar 2024-25 viz.; Spptpmbpr 02, 2024 and Marrh 20, 2025; to rpvipw thp pprformanrp of Dirprtors of
thp Company.
Thp romposition of thp Committpp and thp dptails of mpptings attpndpd by its mpmbprs arp givpn bplow:
|
Name of Members
|
Category
|
Designation in
Committee
|
Number of Meetings during the Financial
Year 2024-25
|
|
Held
|
Eligible to
attend
|
Attended
|
|
Ms. Rurhismita Patpl
|
Indpppndpnt
Dirprtor
|
Chairman
|
2
|
2
|
2
|
|
Ms. Arti Gour
|
Indpppndpnt
Dirprtor
|
Mpmbpr
|
2
|
2
|
2
|
|
Ms. Papita Nandi
|
Non-Exprutivp
Dirprtor
|
Mpmbpr
|
2
|
2
|
2
|
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 One (1) time during the Financial
Year 2024-25 viz.; September 02, 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 2024-25
|
|
Held
|
Eligible to
attend
|
Attended
|
|
Ms. Papita Nandi
|
Non-Executive
Director
|
Chairman
|
1
|
1
|
1
|
|
Ms. Ruchismita Patel
|
Independent
Director
|
Member
|
1
|
1
|
1
|
|
Ms. Arti Gour
|
Independent
Director
|
Member
|
1
|
1
|
1
|
Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.
Ms. Papita Nandi, the Chairperson of the Committee had attended last Annual General Meeting of the
Company held on September 03, 2024.
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, 2025. 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, 2025.
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, 2025.
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 2025 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.
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 financial year under review, the Company has complied with all the provisions of the POSH Act
and the rules framed thereunder. Further details are as follow:
|
a.
|
Number of complaints of Sexual Harassment received in the Year
|
Nil
|
|
b.
|
Number of Complaints disposed off during the year
|
Nil
|
|
c.
|
Number of cases pending for more than ninety days
|
Nil
|
Maternity benefit:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.
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 Whole Time Director, Chief Financial Officer and
Company Secretary. Hence, the information required under Section 197(12) of the Companies Act, 2013 and
rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
given separately.
Statutory Auditors
M/s. S. N. Gadiya & Co., Chartered Accountants (FRN: 002052C), were appointed as Statutory Auditors of the
Company at the annual general meeting held on September 30, 2022, who shall hold the office up to the
conclusion of 33rd Annual General Meeting at such remuneration plus service tax, out-of-pocket, travelling and
living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the
Auditors. As the tenure of M/s. S. N. Gadiya & Co. will be conclude at the ensuing Annual General Meeting.
Further, SCAN & Co, Chartered Accountants (FRN No. 113954W), have expressed their willingness to be
appointed as the statutory auditors of the Company. The Audit Committee has considered the qualifications
and experience of the proposed statutory auditors and has recommended their appointment. The Board of
Directors has also considered and recommends appointment of SCAN & Co, Chartered Accountants (FRN No.
113954W), as statutory auditors in place of the retiring Auditor S. N. Gadiya & Co., Chartered Accountants
subject to approval of shareholder of the company in ensuing Annual General Meeting of the Company.
Written consent of the proposed auditors together with a certificate that the appointment, if made, shall be in
accordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been
received.
Further 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 M/s ALAP AND CO. LLP, Practicing Company Secretaries, to conduct the
secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this
report as an Annexure -A.
The above reports contain remarks as follows :
1. The company has not appointed Internal Auditor of the company for the period under review;
2. The Entire Shareholding of Promoter and Promoter Group is not in dematerialized form.
Your directors submit that the Company takes following measures to timely comply with the entire
requirements:
The company is in process to find suitable candidate for the appointment of Internal auditor of the company.
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.
By order of the Board of Directors
For, PREMIUM CAPITAL MARKET AND INVESTSMENT LIMITED
CIN: L67120MP1992PLC007178
Registered office:
401- Starlit Tower,
29 - Y.N. Road, Indore - 452003,
Madhya Pradesh, India
Ms. Papita Nandi Ms. Manisha Sudip Bhattacharya
Place: Indore Non-Executive Director Wholetime Director
Date: August 19, 2025 DIN: 09613512 DIN: 09630474
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