Your Board of Directors present the Company’s Annual Report together with the Audited Financial Statements of
your Company for the financial year ended 31st March 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
|
Particulars
|
For the year ended
31st March, 2024
(Rs. In 000’s)
|
For the year
ended 31st
March, 2024
(Rs. In 000’s)
|
|
Sales & Other Income
|
18011.18
|
37458.96
|
|
Operating profit before providing for interest & Depreciation
|
(45317.68)
|
(112.39)
|
|
Less: Interest
|
0
|
0
|
|
Change in inventories of finished goods
|
0
|
34141.80
|
|
Employee benefits expenses
|
6473.93
|
2235.55
|
|
Depreciation and amortization expenses
|
132.10
|
139.54
|
|
Other Expenses
|
6317.40
|
1194
|
|
Total Expenses
|
12896.52
|
37710.89
|
|
Profit before tax
|
(45449.78)
|
(251.93)
|
|
Less: Tax Expenses
|
0
|
274.85
|
|
Profit after tax
|
(45449.78)
|
(526.78)
|
|
Other Comprehensive Income
|
0
|
0
|
|
Total Comprehensive Income/(Loss) for the Year
|
(45449.78)
|
(526.78)
|
|
Earning per Shares (Basic)
|
(113.62)
|
(1.32)
|
|
Earning per Shares (Diluted
|
(113.62)
|
(1.32)
|
State of Company Affairs as on March 31, 2024
The Company is engaged to carry on the activity of investment, invest the capital and other amounts of money of
the Company in the purchase or upon the security of shares, stocks, units, debentures, debenture-stock, bonds,
mortgages, obligation and securities issued or guaranteed by any company, corporation or undertaking, whether
incorporated or otherwise, and where-so ever constituted or carrying on business and to buy, sell or otherwise deal
in, shares, stocks, debentures, debenture-stock, bonds, notes mortgages, obligation and other securities issued or
guaranteed by any government, sovereign ruler, commissioners, trust municipal, local or other authority or body in
India or abroad. Company is also involved in wholesale trading business of fabrics and garments.
During the financial year 2023-24 total revenue collected by the company is Rs.180,11,180 /- as against Rs.
37,458,960.00/- in the previous year. The company has incurred a net loss of Rs (4,54,49,780/-) as compared to net
loss of Rs. . (5,26,778.00/-) in the previous year. Barring unforeseen circumstances, your company will perform
better in the current year.
Dividend & Transfer to Reserves
The Board of your company to maintain the liquidity of funds, the Board of Directors has decided not to declare
any dividend for this financial year 2023-24. The Board assures you to present a much strong financial statements
in the years to come.
During the year under review, your Company has not transferred any amount to General Reserve.
Changes In the Nature of Business
During the year under review, there is no change in the nature of business of the Company.
Material changes & commitments occurring after the end of financial year
The name of the company has been changed from Pankaj Piyush Trade and Investment Limited To Kairosoft AI
Solutions Limited With Effect From the 13th August, 2024.
Internal Financial Controls
Your Company has a system in place to ensure that financial and operational information is recorded properly and
that it complies with all internal controls, regulations, and statutes. The internal financial control systems and
procedures are appropriate for the Company’s size and type of business. The goal of these procedures is to ensure
the efficient use and protection of the Company’s resources, the accuracy of financial reporting, and compliance
with statutes and Company procedures. The existing system ensures the orderly and efficient conduct of business,
including adherence to Company policies, the protection of assets, the prevention and detection of fraud and errors,
the accuracy and completeness of accounting records, and the timely preparation of reliable financial information.
There were no instances of fraud during the year under review.
Your Company has adequate internal financial controls in place with respect to the financial statements. These
controls were tested during the year and no material weaknesses in design or operation were found. The internal
financial control systems and procedures and their effectiveness are audited and reviewed on a regular basis and
monitored by the Audit Committee of the Board of Directors of the Company on a periodic basis.
Public Deposits
Your Company has not accepted any deposits from the public falling within the ambit of Section 73 of the
Companies Act, 2013 and the rules framed thereunder.
Auditors
A) Statutory Auditor
Your Company’s Statutory Auditor i.e., M/s Ajay Rattan & Co, Chartered Accountants were appointed at the 40th
Annual General Meeting held on 29th September, 2022 and shall hold office until the conclusion of the 45th Annual
General Meeting, pursuant to section 139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies
(Audit and Auditors) Rules, 2014.
Auditor’s Report
During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore
no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The Auditors Report does not contain any qualifications, reservation or adverse remark or disclaimer. The
Auditor’s report is enclosed with the financial statements in this Auditor’s Report.
b) Secretarial Auditor
Pursuant to Section 204 of the Companies Act, 2013, and the rules made there under, M/s Sumit Bajaj &
Associates, Company Secretaries in practice (ACS No: 45042, CP No: 23948), was appointed as the Secretarial
Auditor of the Company for the year 2023-2024.
The report of the Secretarial Auditor in the prescribed form no. MR 3 is enclosed along with Director’s Report.
c) Internal Auditor
M/s Anil Hariram Gupta & Co, Chartered Accountants, is appointed as Internal Auditor of the Company to
conduct the internal audit of the Company for the Financial Year 2023-24, as required under Section 138 of the
Companies Act, 2013 and the Companies (Accounts) Rules, 2014.
To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee
of the Board. Based on the report of the internal audit function, Company undertakes corrective action in their
respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board and accordingly, implementation has been carried out by the
Company.
There are no qualifications, reservations, or adverse remarks made by Internal Auditors in their Report during the
Financial Year 2023-24.
d) Cost Auditors
Your Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the
Company.
Share Capital
The Authorized Share Capital of the Company is Rs. 21,00,00,000/- (Rupees Twenty-One Crores Only) divided
into 1,90,00,000 (One Crores Ninety Lakhs) Equity Shares of 10/- (Rupees Ten Only) and 20,00,000 (Twenty
Lakhs) Preference shares of 10/- (Rupees Ten Only). During the year under review, there was no change in the
Authorized Share Capital of the Company.
The Paid-up Equity Share Capital of the Company is Rs. 40,00,000/-(Rupees Forty Lakhs Only) divided into
4,00,000 (Four Lakhs) Equity Shares of 10/- (Rupees Ten Only). The Paid-up Preference Share Capital of the
Company is Rs. 2,00,00,000/-(Rupees Two Crores Only) divided into 20,00,000 (Twenty Lakhs) Preference Shares
of 10/- (Rupees Ten Only).
During the year under review there is no Change in the Paid-up Share Capital of the Company.
Extract of Annual Return
As per the requirements of Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder,
the annual return in form MGT-7 for FY 2023-2024 is uploaded on the website of the Company and the same is
available on https ://pptinvestment.in/shareholder-info/
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the long-term sustainability goals, Your Company has adopted a triple bottom line approach that
focuses on economic, environmental, and social returns. This approach has heightened the Company’s
environmental consciousness, leading to a commitment to minimize carbon footprint and greenhouse effects. While
the Company’s operations may not be energy-intensive, the management recognizes the importance of energy
conservation at all levels and seeks to utilize alternative energy sources. Strict norms are followed to conserve
energy, and the Company is dedicated to maintaining an eco-friendly environment within the company.
Your Company does not currently have any Technology Agreement.
The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule
8(3) of Companies (Accounts) Rules, 2014 are annexed herewith Directors’ Report in Annexure - III.
Business Responsibility Report
As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top One Thousand (1000) listed entities based
on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company
does not fall under top 1000 listed Companies based on market capitalization, therefore, this regulation is not
applicable to the Company.
Management Discussion & Analysis Reports
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report forms part of the Directors’ Report.
Statutory & legal matters
There has been no significant and/or material order(s) passed by any regulators/Courts/Tribunals impacting the
going concern status and the Company’s operations in future.
Corporate Social Responsibility (CSR)
During the year under review, your Company does not touch the threshold limit as per the provisions of Section 135
of the Companies Act,2013, accordingly the Company does not require to meet out the Compliance requirement as
stipulated under Section 135 of the Companies Act, 2013.
Directors/KMPs
Appointment/Re-Appointment/Cessation
During the year, there were no changes in the Board of Directors of the company.
During the year, the Company Secretary and Compliance Officer of the company resigned from the office effective
27th Febuary,2024 In her place, Mr. Sagar Khurana, the Managing Director of the company, was appointed as the
Compliance Officer by the Board. As of 31st March, there is no Company Secretary on the Board.
Composition of the Board
The composition of your Company’s Board adheres to the requirements set forth in the Companies Act, 2013, the
SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 (Listing Regulations), and the Articles of
Association. The Board is appropriately structured, incorporating a diverse range of expertise, knowledge, and
experience that aligns with the Company’s operations.
As of March 31, 2024, the Board of Directors consisted of five members, with three being Non-Executive and two
being Executive Directors. The Chairperson of the Board is a Non-Executive Non Independent Director. The
Managing Director and Executive Director are Executive Directors on the Board of Directors of the Company.
Furthermore, the Board comprises two Independent Directors, including one-woman Independent Director.
All the Directors are distinguished individuals selected from various fields such as business, industry, finance, law,
and administration, bringing valuable expertise to the table.
Meetings
Seven meetings of the Board of Directors were held during the financial year ended 31st March, 2024. These were
held on: (i) 30.05.2023 (ii) 14.08.2023 (iii) 01.09.2023 & (iv) 27.10.2023 (v) 14.11.2024 (vi) 14.02.2024 & (vii)
27.02.2024 respectively.
The details of the attendance of the directors in the meetings held during the Financial year 2023 -2024 are mentioned
here in below:
|
Sr.
|
NAMES OF
|
MEETINGS OF THE BOARD OF DIRECTORS
|
|
No.
|
DIRECTORS
|
30.05.2 14.08.202 01.09.202 27.10.202 14.11.202 14.02.202 27.02.202
023 3 3 3 4 4 4
|
|
1
|
Mr. Prateek
Kumar
(DIN:
02923372)
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
|
2
|
Mr. Amit
Grover
(DIN:
09765198)
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
|
3
|
Mr. Sagar
Khurana
(DIN:
07691118)
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
|
5
|
Mr. Anshul
Sakuja
(DIN:
09765150)
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
|
5
|
Mrs. Anupma
Kashyap
(DIN:
09720124)
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
Y
|
Notes:
Committees of the Board
As on March 31, 2024, the Board had five committees: the Audit committee, the Nomination and Remuneration
Committee, and the Stakeholders Relationship Committee. A majority of the committees consists entirely of
Independent Directors. During the year, all recommendations made by the committees were approved by the Board
and the list of Committee members is available on the website of our Company i.e., https://pptinvestment.in/wp-
content/uploads/2024/04/Composition-of-Committees.pdf
The details of the attendance of the Directors in the Committee meetings held during the Financial year 2023¬
24 are mentioned hereinbelow:-
|
Sr.
|
NAMES OF
|
AC
|
^*1
|
NRC*2
|
SRC*3
|
|
No.
|
DIRECTORS
|
Held
|
Attended
|
Held
|
Attended
|
Held
|
Attended
|
|
1.
|
Mr. Prateek Kumar
(DIN: 02923372)
|
4
|
4
|
2
|
2
|
1
|
1
|
|
2.
|
Mr. Amit Grover
(DIN: 09765198)
|
NA
|
NA
|
2
|
2
|
1
|
1
|
|
3.
|
Mr. Sagar Khurana
(DIN: 07691118)
|
NA
|
NA
|
NA
|
NA
|
1
|
1
|
|
4.
|
Mr. Anshul Sakuja
(DIN: 09765150)
|
4
|
4
|
2
|
2
|
1
|
0
|
|
5.
|
Mrs. Anupma
Kashyap
(DIN: 09720124)
|
4
|
4
|
2
|
2
|
1
|
0
|
Y=Attended, N=Absent, NA= Not a Member]
(AC* 1 = Audit Committee, NRC*2 = Nomination & Remuneration Committee, SRC*3 = Stakeholders Relationship
Committee.)
Key Managerial Personnel
During the year under review there is Change in Key Managerial Personnel as required under section 203 of the
Company Act, 2014 by the Board of Directors.
During the year, the Company Secretary and Compliance Officer of the company resigned from the office effective
27-02-2024. In her place, Mr. Sagar Khurana, the Managing Director of the company, was appointed as the
Compliance Officer by the Board. As of 31st March, there is no Company Secretary on the Board.
Declaration by Independent Directors
Mr. Prateek Kumar and Mrs. Anupma Kashyap, Independent Directors of the Company have confirmed that they
meet the criteria of Independent Directorship as laid down in section 149(6) of the Companies Act, 2013 and the
rules made thereunder read with Regulations 16(1)(b) & 25(8) of SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015 and the same have been noted by the Board.
Performance Evaluation
The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in
compliance with the provisions of Section 134(3)(p) and Schedule IV of the Companies Act, 2013.
According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a meeting of the Independent Directors was held on 14.02.2024, to inter alia,
review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking
into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and
timeliness of flow of information between the Company management and the Board and also to review the overall
performance of the Board.
The key objectives of the Board Evaluation process were to ensure that the Board & various Committees of the
Board have appropriate composition of Directors and they have been functioning to achieve common business goals
of Your Company.
The Directors carried out the performance evaluation in a confidential manner and provided their feedback on a
rating scale. The performance evaluation feedback was collated and sent to the Chairman of Nomination &
Remuneration Committee. The performance evaluation was discussed at a separate meeting of the Independent
Directors held on 06.03.2024 and the summary of performance evaluation was later tabled at the Nomination &
Remuneration Committee Meeting held on 30.05.2024.
The Nomination & Remuneration Committee forwarded their recommendation based on the inputs received on
performance evaluation to the Board of Directors at its meeting held on 30.05.2024 and the Directors were satisfied
by the constructive feedback obtained from their Board colleagues.
Details of Subsidiary/Joint Venture/ Associate Companies
The company does not have any Subsidiary, Joint Venture, or Associate Company; hence, provisions of section
129(3) of the Companies Act, 2013 relating to the preparation of consolidated financial statements are not
applicable.
Performance and Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies
The Company has no subsidiaries, Joint Venture Companies so there is no requirement of description of the
performance of Subsidiaries and Joint Venture Companies.
Particulars of Loans, Guarantees or Investments
During the year under review, Your Company has given loan and advances as per the provisions of Section 186 of
the Companies Act, 2013, please refer notes to accounts of the Financial Statements for the year 2023-2024.
Particulars of contracts or arrangements with Related parties
The Company has revised the policy on Related Party Transactions to include changes based on Companies
(Meetings of Board and its Powers) Amendment Rules, 2021 and SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2022 and the revised policy was approved by the Board at its
meeting held on May 30, 2023 and the same can be accessed on the Company’s website at
https://pptinvestment.in/wp-content/uploads/2024/02/7.Policy-on-dealing-with-related-party-transactions.pdf
During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of
Business and at Arms’ Length Basis. All transactions entered into with related parties were approved by the Audit
Committee. None of the transactions with related parties are material in nature or fall under the scope of Section
188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AoC-2 of the Company for the FY 2023-2024 is
attached with the Director Report in the Annexure - I.
Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for
the year ended March 31, 2024.
Corporate Governance
The Principles of good Corporate Governance as prescribed by the Listing Agreements of the relevant Stock
Exchanges along with a Certificate of Compliance issued by a Practicing Company Secretary forms part of the
Annual Report 2023-2024.
Particulars of Employees & Related disclosures
Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act,
2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in Annexure - II.
Complaints received by the sexual Harassment Committee
The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy.
There were nil complaints received during the year under review.
Risk Management & Mitigation
Considering the nature of the Company’s services, a consistent awareness of the risks inherent in its business has
been maintained. Various risks from different areas have been identified by the Company. To ensure effective risk
assessment and mitigation, the Company has implemented a comprehensive Risk Management Framework. This
framework establishes procedures to keep the Board members informed about risk assessment and minimization
processes. In consultation with functional heads, the Board regularly evaluates the risk management framework to
identify, assess, and mitigate major areas of risk associated with the Company’s operations. The Company has
implemented suitable structures to inherently monitor and control risks. Ongoing reviews of risk identification, risk
assessment, and risk
treatment procedures are conducted across all functions of the Company. Both the Audit Committee and the Board
consistently review the Risk Management Framework on a regular basis.
Prevention of Insider Trading
The company has a code of conduct for prevention of insider trading with a view to regulate trading in securities by
the directors and certain designated employees of the company. The code requires pre-clearance for dealing in the
20 company’s shares and prohibits the purchase or sale of company shares by the directors and designated employees
while in possession of unpublished price sensitive information in relation to the company and during the period
when the trading window is closed. The board is responsible for implementation of the code. All board directors
and the designated employees have confirmed compliance with the code.
Disclosure of Relationship Between Director Inter -Se
None of the directors are related to each other.
Code of Conduct
The board of directors has approved a code of conduct which is applicable to members of the board and all
employees in the course of day-to-day business operations of the company. The code has been placed on the
company’s website www.pptinvestment.in The code lays down the standard procedure of business conduct which
is expected to be followed by the directors and the designated employees in their business dealings and in particular
on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the
board members and the senior management personnel have confirmed compliance with the code.
Director’s Responsibility Statement
Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year
ended March 31, 2024 are in full conformity with the requirements of the Companies Act, 2013. They believe that
the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and
reasonably present Company’s financial condition and results of operations.
Your Directors further confirm that -
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
(b) The Directors 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 as
at 31.03.2024 and of the Profit of the Company for the year ended on that date;
(c) The Directors have 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 have prepared the annual accounts on a going concern basis; and
(e) 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.
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
Human Resources
The HRM team has played a crucial role in effectively managing the Company’s human capital, prioritizing talent
recruitment, development, and retention for organizational growth and strategic objectives. Efforts were focused on
creating a positive work environment and enhancing employee well-being, and work-life balance through initiatives
like employee engagement and wellness programs. Training and development programs were given importance to
upskill the workforce. The team also addressed employee concerns, ensured compliance with labour laws, and
maintained healthy employee relations. As on 31st March, 2024 number of people employed by the Company has
8 employees. The IR situation continues to be peaceful.
Nomination and remuneration policy
Based on the Nomination and Remuneration Committee’s recommendation, the Board has established a policy for
the selection and appointment of Directors, senior management personnel, and their respective remuneration. The
remuneration policy, along with the information regarding the remuneration paid during the year, is provided in the
corporate governance section of the annual report.
The Company’s Nomination and remuneration policy is formulated in accordance with Section 178 of the Act read
with Regulation 19(4) of the Listing Regulations can be accessed on the Company website at the following link
https ://pptinvestment.in/shareholder-info/
Postal Ballot
Listed Companies are required to ensure that the approval of shareholders for appointment/re-appointment of a
Director on the Board of Directors of the Company is taken at the next annual general meeting or within a time
period of three months, whichever is earlier, from the date of appointment.
To expedite the process of seeking approval of the shareholders’, the Company opted for a Postal Ballot in
compliance with the requirements of the Companies Act, 2013 and also provided electronic voting (e-voting) facility
to all its members in compliance with Sections 108 and 110 and other applicable provisions of the Companies Act,
2013, read with the related Rules.
During the year under review, no Postal Ballot was conducted.
Investments
The Company holds an investment in uncoated equity shares amounting to Rs 49.85 Thousand of Tia Enterprises
Limited from October, 2016.
Borrowings
We have issued on 2nd July, 2012, 20,000.00 Thousand 6% non-cumulative, non-convertible preference shares with
a face value of ?10 each. These preference shares were issued at a premium of ?90 each, fully paid up by investors.
Key Features:
• Redemption: The preference shares are compulsorily redeemable after 20 years from the date of issue at
their par value.Put and Call Option: The preference shares come with both put and call options. Investors
have the right to exercise the put option, and the company has the right to exercise the call option. These
options can be exercised at any time before the expiry of 20 years from the date of issue but not earlier than
the expiry of 3 years. A minimum notice period of 3 months is required for the exercise of these options.
These preference shares serve as a strategic financing instrument within our capital structure, providing us with
long-term capital. The inclusion of put and call options adds flexibility for both our investors and the company.
Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity
The Company has not bought back any of its shares, has not issued shares with differential voting rights, has not
issued any Sweat Equity Share and has not provided any Stock Option Scheme to its employees, during the year
under review.
Whistle blower policy / vigil mechanism
In accordance with the provisions of Section 177 of the Companies Act, 2013 and the rules issued thereunder, as
well as Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your
Company has a vigil mechanism in place for directors and employees.
This mechanism allows Directors and employees to raise genuine concerns about any issue related to the
organization’s improper functioning. The mechanism also provides adequate safeguards against the victimization
of Directors and employees who use it. It also provides direct access to the Chairman of the Audit Committee.
However, this does not release employees from their duty of confidentiality in the course of their work, nor can it
be used to make malicious or unfounded allegations about a person or situation.
During the year under review, none of the Directors / employees / business associates/ vendors was denied access
to the Chairman of the Audit Committee. The said policy is available on the Company’s website at
https://pptinvestment.in/wp-content/uploads/2024/02/5.Details-of-establishment-of-vigil-mechanism-Whistle-
Blower-policy.pdf
Compliance with secretarial standards on board and general meetings
The Directors state that applicable Secretarial Standards i.e. SS-1 & SS-2 relating to ‘Meeting of Board of Directors
and General Meetings’ respectively have been duly followed by the Company. The Company has in place proper
systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of
Company Secretaries of India.
Listing
The equity shares of the Company continue to be listed on the BSE Limited (Stock Exchange. The Company has
paid the requisite listing fees to the Stock Exchange, where it is listed, for FY 2023-24.
Delisting
During the period under review the Company the Equity Shares of the Company continue to remain listed on BSE
Limited.
Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016
The Company has not made any application or any proceeding pending under Insolvency and Bankruptcy Code,
2016 during the financial year 2023-24.
Details of settlement with Banks or Financial Institutions
The Company has been able to repay loans taken from Banks / Financial Institutions. The Company has not obtained
any loans or made any settlements from any loan taken from Banks / Financial Institutions during the Financial Year
2023-24.
Attributes, Qualifications & Independence of Directors and their Appointment
The skills, expertise and competencies of the Directors as identified by the Board, are provided in the ‘Report on
Corporate Governance’ forming part of the Directors Report. Prateek Kumar (DIN: 02923372) Chairman &
Independent Director was inducted into the Board in the Financial Year 2023 -2024. He was familiarized and briefed
about the business operations of the Company consequent to his appointment on the Board. He possesses the
requisite skills, expertise and competencies as identified by the Board of Directors the details of which is mentioned
in the Corporate Governance Report.
Mrs. Anupma Kashyap (DIN: 09720124) Independent Director was inducted into the Board at its meeting dated
21.11.2022, she was familiarized and briefed about the business operations of the Company consequent to her
appointment on the Board.
Directors are appointed/re-appointed with the approval of the Members, in accordance with statutory requirement
as may be determined by the Board from time to time. Independent Directors are not liable to retire by rotation.
The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as
prescribed under Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations 2015, and (b) As per
Regulation 25(8) of the Listing Regulations 2015 they are not aware of any circumstance or situation, which could
impair or impact their ability to discharge duties with an objective independent judgment and without any external
influence.
Green Initiatives
As a responsible corporate citizen, the Company supports the “Green Initiative” undertaken by the Ministry of
Corporate Affairs, Government of India, which allows for the electronic delivery of documents, including the
Annual Report, to shareholders at their email addresses that have been previously registered with the depositories
and registrars to shareholders.
To support the “Green Initiative,” members who have not registered their email addresses are requested to do so
with the Company ’ s registrar and share transfer agent/depositories in order to receive all communications, including
annual reports, notices, circulars, and so on, from the Company electronically.
In accordance with the MCA Circulars and SEBI Circulars, copies of the Notice of the 42nd AGM and the Annual
Report of the Company for the financial year ended 31st March 2024, including the Audited Financial Statements
for the year 2023-2024, are being sent only by email to the Members.
Acknowledgment
The Directors wish to place on record their sincere appreciation for the whole hearted Co-operation received by the
Company from Central and State Governments, RBL Bank and other Government Agencies and look forward to
their continuing support. The Directors also record their appreciation for the sincere efforts put in by the employees
of the Company at all levels.
The Board acknowledges and credits the Company’s resounding success to the relentless hard work and unwavering
commitment of its employees, recognizing their pursuit of excellence and willingness to surpass expectations.
The Board of Directors values the contributions of the Independent Directors. The Board is grateful for their
willingness to share their expertise and knowledge and for their commitment to the Company’s success. The Board
is also thankful for their dedication and hard work.
The Board sincerely thanks the members, government authorities, banks, customers, and all other stakeholders for
their invaluable encouragement, assistance and cooperation. Their unwavering support is deeply appreciated and
the Board eagerly looks forward to a prosperous and enduring future with their continued backing.
By order of the Board
For Kairosoft AI Solutions Limited
(Formerly Known as Pankaj Piyush Trade and Investment Limited)
Place: Delhi Sd/- Sd/-
Date: 28.08.2024 Vevek Chauhaan S agar Khurana
Director Managing Director
DIN: 06380025 D IN: 07691118
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