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Pansari Developers Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 29^th Annual Report on the business and
operations of the Company and the Audited Accounts for the Financial Year ended March
31st, 2025.

1. FINANCIAL HIGHLIGHTS

Your Companyâs Financial Performance for the year under review is summarized below:

Particulars	Stand	alone	Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Total Income	4,104.80	5,858.78	4 ,484.32	6,168.05
Total Expenditure	3,107.62	5,247.82	3 ,480.27	5,548.78
Profit Before Tax	997.17	610.96	1 ,004.05	619.27
Tax Expense	247.05	9 0.20	253.96	9 8.51
Profit After Tax	750.12	520.76	750.09	520.76
Other Comprehensive Income	8 .71	1.92	8.71	1.92
Total Income for the Year	758.84	522.68	758.80	522.68
Balance of Profit brought forward from previous year	10920.16	10397.48	10920.20	10397.53
Appropriations:	-	-	-	-
Transferred to General Reserve	-	-	-	-
Balance of Profit carried forward	11679.00	10970.16	11679.00	10920.20
Earnings Per Share (INR)	4.30	2.98	4.30	2.98
Net Worth	13,423.68	1 2,664.84	13,423.69	12,664.88

2. OPERATION AND FINANCIAL OVERVIEW

The Key highlights pertaining to the business of the Company for the year 2024-25 and

period subsequent there to have been given hereunder:

â¢ The Total Income of the Company during the Financial Year 2024-25 is Rs. 4,104.80
Lakhs against the total income of Rs.5,858.78 Lakhs in the previous Financial Year

2023-24.

â¢ The Total expense of the Company during the Financial Year 2024-25 is Rs. 3,107.62
Lakhs against the expense of Rs. 5,247.82 Lakhs in the previous Financial Year 2023Â¬
24.

â¢ After meeting the expenses, the Company earned a Profit for the Financial Year 2024Â¬
25 is 750.12 Lakhs as compare to Rs. 520.76 Lakhs in the previous Financial Year 2023Â¬
24.

â¢ The OCI for the current year 2024-25 is Rs. 8.71 Lakhs against Rs. 1.92 Lakhs in the
previous Financial Year 2023-24.

â¢ After considering the comprehensive income for the year, total income for the year is Rs.
758.84 Lakhs against a profit of Rs. 522.68 Lakhs in the previous Financial Year 2023Â¬
24.

â¢ The Company has a strategically held portfolio of investment properties, which
collectively yield an estimated annual rental income of around INR 850 Crores.

â¢ The Company is engaged in construction projects via the LLP route, and these projects,
currently under construction, are anticipated to deliver substantial profits. Further more
properties are being acquired, and good rental income is expected within the next two
years.

The Directors trust that the shareholders will find the performance of the Company for
Financial Year 2024-25 to be satisfactory. The Earning per Share (EPS) of the Company
is 4.30 per share

3. DEPOSITS

The Company has not accepted/accessed any public deposit during the year. Hence, no
information is required to be appended to this report in terms of Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

4. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to General Reserve for the
Financial Year ended 31^st March, 2025.

5. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, Directors have decided not to
recommend any dividend for the period under review.

6. INDIAN ACCOUNTING STANDARDS (IND AS)

The Audited Financial statements of the Company drawn up both on standalone and
consolidated basis, for the Financial Year ended 31^st March, 2025, are in accordance with
the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (âInd AS
Rulesâ).

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the
Company.

8. SHARE CAPITAL

During the year under review, there has been no change in the Share capital of the
Company.

9. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial
Statements have been prepared by the Company in accordance with the applicable
Accounting Standards. The audited Consolidated Financial Statements, together with
Auditorsâ Report, form part of this Annual Report.

10. LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with the provision of loan, guarantees and Investments made
during the year. The particulars of loans guarantees and investments as per Section 186 of
the Act by the Company have been disclosed in the financial statements.

11. MATERIALCHANGES AND COMMITMENTS AFTER THE BALANCE SHEET
DATE

There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of this report.

12. TRANSACTIONS WITH RELATED PARTIES.

The Company in the normal course of its business enters into related party transactions
with its group companies engaged in similar business and for common services. The
Audit Committee approves all the Related Party Transactions in compliance with the
provisions of the Act and Listing Regulations. Prior approval of the Audit Committee is
obtained for undertaking Related Party Transactions, where required. Omnibus approval
is obtained on a yearly basis for transactions which are repetitive in nature. Transactions
entered pursuant to omnibus approval are placed before the Audit Committee and the
Board for review and approval / noting on a quarterly basis. All related party transactions
entered during the Financial Year were in the ordinary course of business and on an armâs
length basis. There were no material related party transactions during the year under
review with the Promoters, Directors or Key Managerial Personnel. The Company has
developed a robust framework through Standard Operating Procedures for the purpose of
identification and monitoring of such related party transactions. None of the Directors
have any pecuniary relationship or transactions vis-a-vis the Company except
remuneration. There are no transactions necessitating disclosure in Form AOC-2 as per
Section 134(3)(h) of the Act, in conjunction with Rule 8(2) of the Companies(Accounts)
Rules, 2014. The Policy on Related Party Transactions can be accessed on the Companyâs
website at the following link

https://www.pansaridevelopers.com/upload/Policy on Related Party Transaction.pdf.

13. 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 Companyâs website
https://www.pansaridevelopers.com/upload/Pansari%20Form MGT 7 2024 N20105912
.pdf

14. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary Company, however it has 5(Five) Joint
Ventures and One Associate Company as of March 31, 2025namely as below:

a) Joint Ventures LLP

i. Purti Delux Developers LLP (Formerly known as Unipon Purti Developers
LLP)

ii. Papillon Developers LLP

iii. Vara Housing Developers LLP

iv. Purti NPR Developers LLP

v. NPR Purti Conbuild LLP.

b) Associate Company

i. Jabba Infrabuilder Private Limited.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement
containing salient features of the Financial Statements of the Companyâs Joint Ventures is
attached with this Report marked as Annexure A in the prescribed Form AOC-1.

15. BOARD AND COMMITTEE MEETINGS

During the year under review, Ten Board Meetings were held. The details of the
composition of the Board and its Committees and of the Meetings held and attendance of
the Directors at such Meetings is provided in the attached Corporate Governance Report.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.

16. BOARD OF DIRECTORS &KEY MANAGERIAL PERSONNEL

The Board of directors of your Company has an optimum combination of Executive,
Non-Executive and Independent Directors including Woman Directors.

During the year, there have been no changes in the composition of Board of Directors of
the Company.

Retirement by rotation:

In accordance with the provisions of Section 152 of the Act, Mr. Mahesh Kumar
Agarwal, Managing Director of your Company retired by rotation in the 28^thAGM and
was re-appointed thereat.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013, Mrs. Priyanka Singh Company
Secretary & Compliance Officer of the Company had resigned from her office w.e.f 14^thJune 2024 and thereafter Mrs. Rajshree Somani, Company Secretary was appointed as the

Company Secretary & Compliance Officer of the Company effective from 14^th November
2024 by. There are no other changes in the Key Managerial Personnel of your Company
during the year under review.

Remuneration and other details of the Key Managerial Personnel for the year ended 31st
March, 2025 are mentioned in the Annual Return.

A requisite certificate from a Practicing Company Secretary confirming that none of the
Directors of the Company were debarred or disqualified from being appointed or
continuing as Directors of any Company by the Securities and Exchange Board of India,
Ministry of Corporate Affairs, or any other statutory authority is attached as Annexure B
and forms an integral part of the Directorsâ Report.

17. CODE OF CONDUCT

The Company has adopted a Code of âConduct for the Director & Senior Managementâ.
The code is available on the official website of the Company
https://www.pansaridevelopers.com/upload/Code-of-Conduct-of-Board-and-Senior-
Management.pdf

18. PERFORMANCE EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be
made by the Board of its own performance, the Directors individually as well as the
evaluations of its committees. As per schedule IV of the Companies Act 2013, the
performance evaluation of Independent Directors, shall be done by the entire Board of
Directors, excluding the Director being evaluated. The evaluation of all the Directors and
the Board as a whole was conducted based on the criteria and framework adopted by the
Board.

19. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued thereunder, as well as
clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms
of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgment and without any external influence.

20. CEO/CFO CERTIFICATION

As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the CEO and CFO certificate for the Financial Year

2024-25 has been submitted to the Board and a copy thereof is contained in the Annual
Report.

21. CORPORATEGOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on
Corporate Governance is attached as a part of this Annual Report of the Company. A
certificate from Statutory Auditors of the Company regarding compliance of Corporate
Governance is annexed to the Report on Corporate Governance.

22. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) is a business model where companies integrate
social, environmental, and ethical concerns into their operations and interactions with
stakeholders. Rather than focusing solely on maximizing profits, CSR emphasizes the
Companyâs role in contributing positively to society and the environment. This approach
reflects the growing expectation that business should be accountable not just to
shareholders but also to the employees, customers, communities, and the planet.

The Annual Report on CSR activities for the Financial Year 2024-25 with requisite details
in the specified format as required under Companies (Corporate Social Responsibility
Policy) Rules, 2014 (as amended) is enclosed at Annexure C and forms part of this report.
The CSR Policy of the Company may be accessed on website of the Company at
https://www.pansaridevelopers.com/upload/Corporate Social Responsibility- Policy.pdf

23. AUDITORS

a) Statutory Auditor

The Chairman at the Board meeting held on Tuesday 12^th August, 2025 put forward
the proposal to re-appoint M/s. Garv & Associates, Chartered Accountants (Firm
Registration No. 0301094E) as the Statutory Auditors of the Company for the FY-

2025-26 at the ensuing 29^th Annual General Meeting of the Company.

M/s. Garv & Associates, Chartered Accountants, has consented the proposed
appointment and confirmed that their re-appointment, if made, would be within the
limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the re-appointment of
M/s. Garv & Associates., Chartered Accountants as Statutory Auditors of the
Company for FY 2025-26 at their respective meeting held on Tuesday, 12^th August,
2025.

b) Secretarial Auditor

In compliance with the provisions of Section 204 of the Companies Act, 2013, a
Secretarial Audit was conducted for the Financial Year 2024-25 by the Secretarial

Auditor M/s. Prakash Shaw & Co, Practicing Company Secretary. The Secretarial
Auditorâs Report is attached as Annexure - D and forms part of this Report.

Regulation 24A of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, (âSEBI Listing Regulationsâ), as
amended, mandates approval of Members by means of an Ordinary Resolution for
appointment of Secretarial Auditor of the Company for the Financial Year 2025-26.
M/s. Prakash Shaw & Co., Practicing Company Secretaries were proposed to be
appointed as the Secretarial Auditors of the Company for a term of five (5) consecutive
years, commencing from the Financial Year 2025-26 till the Financial Year 2029-30,
at such remuneration as may be mutually decided. M/s. Prakash Shaw & Co.,
Practicing Company Secretaries has consented to the said appointment and confirmed
that they are Peer Reviewed Company Secretaries. They have further confirmed that
they are not disqualified to be appointed as Secretarial Auditors in terms of Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board based on the recommendations of the Audit Committee of the Company
recommends the appointment of M/s. Prakash Shaw & Co., Company Secretaries as
the Secretarial Auditors of the Company. Resolution seeking their appointment forms
part of the Notice convening the 29th Annual General Meeting of the Company.

c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Rules
made thereunder, M/s. M.C. Jain & Co., Chartered Accountants, Kolkata, held the
office of Internal Auditors of the Company for the FY 2024-25 and has been
reappointed to the said office for the FY 2025-26.

The internal audit reports and the suggestions made on quarterly basis by the auditors,
during the year under review, were duly noted by the Board and acted upon.

24. AUDITORSâ REPORT/SECRETARIAL AUDITORSâ REPORT

The observations made in the Auditorsâ Report/Secretarial Auditorsâ Report are selfÂ¬
explanatory and, therefore, do not call for any further explanation under Section 134
(3)(f)(i) of the Companies Act, 2013.

25. DIRECTORSâ RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013 the
Directors to the best of their knowledge and belief confirm that -

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the Financial
Year as on 31st March, 2025 and of the Profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care to the best of their knowledge
and ability for the maintenance of adequate accounting and other records in

accordance with the provisions of the aforesaid Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and have been
operating effectively; and

(vi) the Directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such system is adequate and operating
effectively.

26. INTERNAL FINANCIAL CONTROL

The Company believes that a strong internal control framework is an important pillar of
Corporate Governance. The Company has in place adequate internal financial control
system which ensures orderly and efficient conduct of its business, safeguarding of its
assets and accuracy and completeness of accounting records, timely preparation of
reliable financial information and various regulatory and statutory compliances.

The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems
and procedures. The Internal Auditors submit their report periodically which is placed
before and reviewed by the Audit Committee of the Company on quarterly basis.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report (MDA) for the year under review, as
stipulated under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure E, which forms part
of this Report.

28. RISK MANAGEMENT

Our Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. Our Company has implemented
an integrated Risk Management Policy through which it reviews and assesses significant
risks on a regular basis to help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk management
framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the
Company.

29. VIGIL MECHANISHM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements), 2015, the Board has adopted Vigil
Mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or
mismanagement.

30. PARTICULARS OF EMPLOYEES:

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 is enclosed with this report as Annexure F. The
Company has not paid any remuneration attracting the provisions of Rule 5(2) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence,
no information is required to be appended to this report in this regard.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has a policy for prevention of sexual harassment of its women employees
at the workplace. In accordance with the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (âPOSH Actâ)and the rules made
thereunder, the Company has constituted an Internal Complaint Committee (ICC) to
address the concerns and complaints of sexual harassment and to recommend appropriate
action.

Details of complains related to Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year 2024-2025;	Number of complaints disposed off during the year 2024-2025;	Number of cases pending for more than ninety days.
NIL	NIL	NIL

32. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT 1961.

The Company affirms its full compliance with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time. The Company is committed to upholding the
rights and welfare of its female employees and ensures the provision of maternity benefits
as mandated under the Act. We have established appropriate internal processes to
facilitate maternity leave, nursing breaks and all other entitlements provided under the
Act. Our policies are regularly reviewed and updated in line with statutory requirements
to support a safe, inclusive and equitable working environment for all our employees. The
Company remains dedicated to promoting work-life balance and protecting the health and
well-being of expecting and new mothers in the workplace.

33. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/
COURTS/ TRIBUNALS.

There were no significant material orders passed by the Regulators/Courts/Tribunals
impacting the going concern status of the Company and its future operations.

34. LISTING OF EQUITY SHARES

The Equity shares of your Company are listed only with the National Stock Exchange of
India Limited.

Your Company has paid the Annual Listing Fees to the said Stock Exchange for the
Financial Year 2025-26.

35. COST RECORDS AND COST AUDITORS.

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act are
not applicable to the Company.

36. SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards on Meetings of the Board
of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company
Secretaries of India and approved by the Central Government.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure G.

38. INSOLVENCY PROCEEDINGS

There were no application made by the Company initiating insolvency proceedings
against any another entity nor are any proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

39. ONE-TIME SETTLEMENTS

The Company has not entered into a one-time settlement with any of the banks or
financial institutions. Accordingly, there are no details regarding difference between
amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions.

40. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate
Governance by allowing paperless compliances by the Companies and permitted the
service of Annual Reports and documents to the shareholders through electronic mode
subject to certain conditions and your Company continues to send Annual Reports and
other communications in electronic mode to the members who have registered their email
addresses with your Company/RTA.

41. ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers,
regulators, exchanges, depositories, and shareholders for their valuable contribution
towards the progress of the Company. The directors particularly wish to place on record
their sincere appreciation of the best efforts put in by the employees at all levels, but for
which, the Company could not have achieved what it did during the year under review.

Registered Office: For on & behalf of the Board

14, N.S. Road, 4^th Floor PANSARI DEVELOPERS LIMITED

Kolkata- 700001

Dated: 12^th August, 2025 Sd/- Sd/-

Mahesh Kumar Agarwal Ankit Agarwal

Managing Director& Chairman Whole time Director

DIN: 00480731 DIN:02804577

Mar 31, 2024

Your Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31st, 2024.

1. FINANCIAL HIGHLIGHTS

Your Companyâs Financial Performance for the year under review is summarized below: (Amount inLakh)

Particulars	Financial Ye ar
	2023-24	2022-23
Total Income	5858.78	2,381.01
Total Expenditure	5247.82	2,114.96
Profit Before Tax	610.96	266.05
Tax Expense	90.20	64.97
Profit After Tax	520.76	201.07
Other Comprehensive Income	1.92	5.91
Total Income for the Year	522.68	206.99
Balance of Profit brought forward from previous year	10,397.48	10,190.50
Appropriations:	-	-
Transferred to General Reserve	-	-
Balance of Profit carried forward	10,920.16	10,397.48
Earnings Per Share (â)	2.98	1.15
Net Worth	12,664.84	12,142.17

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of

the Company, Directors have decided not to recommend any dividend for the period under review.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to the Reserves.

4. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2023-24 and period subsequent there to have

been given hereunder:

â¢ The Total Income of the Company during the financial year 2023-24 is Rs. 5858.78 Lakh against the total income of Rs.2381.01 Lakh in the previous financial year 2022-23.

â¢ The Total expense of the Company during the financial year 2023-24 is Rs. 5247.82 Lakh against the expense of Rs. 2114.96 Lakh inthe previous financial year 2022-23.

â¢ After meeting the expenses, the company earned a Profit for the financial year 2023-24 is Rs 520.76 Lakh as compare to Rs. 201.07 Lakh in the previous financial year 2022-23.

â¢ The OCI for the current year 2023-24 is Rs. 1.92 Lakhs against Rs. 5.91 Lakh in the previous financial year 202223.

â¢ After considering the comprehensive income for the year, total income for the year is Rs 522.68 Lakh against a profit of Rs. 206.99 Lakh in the previous financial year 2022-23.

â¢ The Directors trust that the shareholders will find the performance of the company for financial year 2023-24 to be satisfactory. The Earning per Share (EPS) of the company is 2.98 per share.

5. SHARE CAPITAL AND CHANGES

During F.Y. 2023-24, changes in the capital structure of Company are as follows.

a) Issue of Equity Shares with differential rights

Company had not issued any Equity Shares having differential rights during the year.

b) Issue of sweat equity shares

Company had not issued any Sweat Equity Shares rights during the year.

c) Issue of employee stock options

Company had not issued any employee stock options during the year.

d) Provisions of money by Company for purchase of its shares by employees or by trustees for the benefit of employees

The Company does not have any provision of Money for purchase of its shares by employees or by trustees for the benefit of Employees.

6. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Companyâs Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed herewith and marked as Annexure âAâ.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com.

7. AUDITORS AND AUDITORSâ REPORT

a) Statutory Auditor

Pursuant to provision of section 139,141,142 and other applicable provisions if any, of the Companies Act, 2013 and rules made there under M/s. Garv & Associates, Chartered Accountants (Firm Registration No. 0301094E) was appointed as Statutory Auditor of the Company for FY 2023-24 at the Extra Ordinary Meeting of the Company held on 09.11.2023. The Chairman at the Board meeting held on 30.08.2024 put forward the proposal to re-appoint M/s. Garv & Associates, Chartered Accountants (Firm Registration No. 0301094E) as the Statutory Auditors of the Company for the FY-2024-25 at the ensuing 28th Annual General Meeting of the Company.

M/s. Garv & Associates, Chartered Accountants, has consented the proposed appointment and confirmed that their reappointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Garv & Associates., Chartered Accountants as Statutory Auditors of the Company for FY 2024-25 at their respective meeting held on 30.08.2024. Auditors Report

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation under section 134(3)(f) of the Companies Act, 2013 from the Directors. Further, the notes to accounts referred to in the Auditorâs Report are self-explanatory.

a) Secretarial auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board had appointed M/s Prakash Shaw & Co represented by Prakash Kumar Shaw, Practicing Company Secretaries bearing membership no -32895, CP No -16239 to conduct Secretarial Audit for FY 2023-24.

The Secretarial Audit Report for the financial year ended March 31 , 2024 is annexed herewith marked as Annexure âBâ to this Report.

Secretarial Auditorâs Report:

The Secretarial Audit Report for the financial year ended 31 st March, 2024 is self-explanatory and does not call for any further comments.

b) Internal Auditor:

M/s. M.C. Jain & Co., (Chartered Accountants) Firm Registration Number 304012E has been appointed as Internal Auditor of the Company for the FY 2024-25 at its Board Meeting held on 28.05.2024.

The Board of directors are pleased to confirm the appointment of M/s M. C. Jain & Co., Chartered Accountants (FRN No. 304012E) as Internal Auditors of the company.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year, on the recommendation of Board, there has been no Changes in the Board of Directors of the Company, however there are changes in the Key Managerial Personnel of the Company, as Ms. Neha Sharma being the Company Secretary & Compliance Officer(bearing Membership No- A63186) of the Company has resigned with effect from 16th November, 2023.

Mrs. Priyanka Singh (bearing Membership No- A49776) was appointed as a new Company Secretary and Compliance Officerfor the Companyon 1 st February, 2024, however, due to certain personal reasons she has resigned with effect from 14th June, 2024.

9. VIGIL MECHANISHM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted Vigil Mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement.

10. INTERNAL COMPLIANT COMMITTEE

The Company has constituted an Internal Compliant Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com.

11. E-VOTING FACILITY AT AGM

Pursuant to regulation 44 of the Listing Agreement with Stock Exchange and in pursuance of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the Rules), the Items of Business given in Notice convening the Annual general Meeting may be transacted through electronic voting system and the Company is providing e-Voting facility to the members who are the members of the Company as on Friday, 20th September 2024 being the âCut-off Dateâ fixed for the purpose, of exercising their right to vote at the 28th Annual General Meeting by electronic means through the e-Voting platform provided by LINK INTIME-INSTAVOTE. The details process and guidelines for e-voting has been provided in the notice convening the meeting.

12. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

13. PARTICULAR OF LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with the provision of loan, guarantees and Investments made during the year. The particulars of loans guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

14. ANY VIOLATION OF INSIDER TRADING

During the year Company complied with policies and procedures designed to preserve and protect confidential information. No director, officer or employee of the Company has at any time made any recommendation or express any opinion as to trading in the Companyâs securities. Information about other entities in a special relationship with the Company and its confidential decision has not been provided to outside persons without proper authorization. There is no violation of Insider Trading during the period under review.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report and review by the Audit Committee, process owners undertake necessary actions in their respective areas.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

16. NOMINATION AND REMUNERATION POLICY

The Company follows Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel and other employees of the Company as approved by the Board of Directors. The Nomination and Remuneration Policy is annexed herewith and marked as Annexure âCâ.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 read with schedule V of the SEBI (LODR) Regulations 2015, the corporate governance report together with the certificate from the Auditors of the company regarding compliance of conditions of corporate governance is annexed herewith as Annexure- D.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure âFâ.

20. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the Directors individually as well as the evaluations of its committees. As per schedule IV of the Companies Act 2013, the performance evaluation of independent Directors, shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

21. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Executive Director. The Company has a CSR policy in place which aims to ensure that your Company continues to operate its business in socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders.

During the year under review, as part of its CSR activities your Company focused on promotion of educational initiatives by supporting the schools near its area of operations.

22. LISTING FEES

The equity shares of the Company continue to be listed on The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

23. MEETING OF INDEPENDENT DIRECTORS

During the year under review, Independent Director Meeting was held on 30th May, 2023.

24. RISK MANAGEMENT

Our Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.Our Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the Company.

25. STATE OF COMPANYâS AFFAIRS

Detailed information on the operations of the Company, business environment and future expectations are provided in the Management Discussion and Analysis Report which is annexed herewith and marked as Annexure âEâ

26. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by The Institute of Chartered Accountants of India and forms part of this Annual Report.

27. EXTRACT OF THE ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act, 2013 read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has been placed on the Company website at the link https ://www.pansaridevelopers. com/upload/ Annual%2 0 Return%2 0MGT-7%202024.pdf

28. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE There are no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As a good corporate citizen, Pansari Developers Limited is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices.

Pansari Developers Limited maintains an open door for reportees and encourages employees to report any harassment or other unwelcome and offensive conduct. The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the provisions of the Companies Act, 2013 for prevention, prohibition and redressal of complaints / grievances on the Sexual harassment of women at work place. This policy is communicated to all employees in an appropriate and meaningful manner.

30. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year ended 31st March, 2024in terms of Chapter V of the Companies Act 2013.

31. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in Section 1 97 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate but the Company has invested in Joint Ventures and Partnership Firms

S. No	Name of the Entity	Profit/ Loss Sharing Ratio %
1.	Papillon Developers LLP	50%
2.	Purti Delux Developers LLP
	(Formely known as Unipon Purti Developers LLP)	50%
3.	Vara Housing Developers LLP	33.33%
4.	Bergamot Conbuild LLP	40%
5.	Purti NPR Developers LLP	50%

During the year, the Board of Directors reviewed the affairs of its Joint Ventures. In accordance with the Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companyâs joint ventures is annexed herewith and marked as Annexure âHâin the prescribed Form AOC-1.

33. LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans, Guarantees^ Investments covered under the provision of section 186 of the Companies Act,2013 during the period under review are provided in Notes which forms an integral part of this Annual Report.

34. DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors 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 had selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end

of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed Company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges,

depositories, and shareholders for their valuable contribution towards the progress of the Company. The directors

particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but

for which, the Company could not have achieved what it did during the year under review.

Registered Office: For on & behalf of the Board

PANSARI DEVELOPERS LIMITED

14, N.S. Road, 4th Floor

Kolkata- 700001

Dated: 30th August, 2024

Mahesh Kumar Agarwal Ankit Agarwal

Managing Director& Chairman Whole time Director

DIN: 00480731 DIN:02804577

Mar 31, 2023

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS

Your Company''s Financial Performance for the year under review is summarized below

(Amount Rs. in Lacs)
Particulars	Financial Year
	2022-23	2021-22
Total Income	2,381.02	3,796.34
Total Expenditure	2,114.97	3,331.12
Profit Before Tax	266.05	465.22
Tax Expense	64.97	101.04
Profit After Tax	201.07	364.18
Other Comprehensive Income	5.92	485.71
Total Income for the Year	206.99	849.89
Balance of Profit brought forward from previous year	10,190.50	9,340.83
Appropriations:	_-	_-
Transferred to General Reserve	_-	_-
Balance of Profit carried forward	10,397.49	10,190.50
Earnings Per Share ('')	1.15	2.09
Net Worth	12,142.17	11,935.18

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the

Company, Directors have decided not to recommend any dividend for the period under review.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to the Reserves.

4. FINANCIAIlHIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2022-23 and period subsequent there to have been

given hereunder:

â¢ The Total Income of the Company during the financial year 2022-23 is Rs. 2381.02 against the total income of Rs. 3796.34 in the previous financial year 2021-22.

â¢ The Total expense of the Company during the financial year 2022-23 is Rs.2114.97 against the expense of Rs. 3331.12 in the previous financial year 2021-22.

â¢ After meeting the expenses the company earned a Profit for the financial year 2022-23 is Rs 201.07 as compare to Rs. 364.18 in the previous financial year 2021-22

â¢ The OCI for the current year is Rs. 5.92 as against Rs. 485.17 in the previous financial year 2021-22.

â¢ After considering the comprehensive income for the year, total income for the year is Rs 206.99 against a profit of Rs.849.89 in the previous financial year 2021-22.

â¢ The Directors trust that the shareholders will find the performance of the company for financial year 2022-2023 to be satisfactory. The Earning per Share (EPS) of the company is 1.15 per share.

5. SHARE CAPITALAND CHANGES

During F.Y. 2022-23, changes in the capital structure of Company are as follows.

a) Issue of Equity Shares with differential rights

Company had not issued any Equity Shares having differential rights during the year.

b) Issue of sweat equity shares

Company had not issued any Sweat Equity Shares rights during the year.

c) Issue of employee stock options

Company had not issued any employee stock options during the year.

d) Provisions of money by Company for purchase of its shares by employees or by trustees for the benefit of employees

The Company does not have any provision of Money for purchase of its shares by employees or by trustees for the benefit of Employees.

6. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is annexed herewith and marked as Annexure âAâ. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made there under and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.pansaridevelopers.com.

7. AUDITORS AND AUDITORS'' REPORT

a) Statutory Auditors

Pursuant to provision of section 139,141,142 and other applicable provisions if any, of the Companies Act, 2013 and rules made there under M/s. GARV & Associates chartered Accountants (Firm Registration No. 0301094E) was appointed as Statutory Auditor of the Company for FY 2022-23.

The Chairman at the Board meeting held on 14.08.2023 put forward the proposal to appoint M/s. S. Bhalotia & Associates chartered Accountants (Firm Registration No. 325040E) as the statutory auditors for FY-23-24 After a brief discussion the following resolution has been passed:

âRESOLVED THAT pursuant to provision of section 139,141,142 and other applicable provisions if any, of the Companies Act, 2013 and rules made there under M/s. S. Bhalotia & Associates chartered Accountants (Firm Registration No. 325040E) be and are hereby appointed as statutory Auditors of the company to hold office from conclusion of this Annual General Meeting of the company till conclusion of 32nd Annual General Meeting for 5 years at a remuneration to be fixed by the Board of Directors ofthe company.â

âRESOLVED FURTHER THAT any Director of the company be and is hereby authorized to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns along with the filing of necessary E-form with the Registrar of Companies.â

M/s. S. Bhalotia & Associates, Chartered Accountants, has consented the proposed appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the appointment of M/s. S. Bhalotia & Associates, Chartered Accountants as Statutory Auditors ofthe Company from FY 2023-24 to 2028 - 29.

Auditors Report

b) Secretarial auditor:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s Prakash Shaw & Co represented by Prakash Kumar Shaw, Practicing Company Secretaries bearing membership no -32895, CP No -16239 to conduct Secretarial Audit for FY 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure âBâ to this Report.

The Chairman at it Board meeting dated 30.05.2023 put forward the proposal the Secretarial Auditor to be appointed for FY 23-24. After a brief discussion the Board Passes the Following resolution:

âRESOLVED THAT pursuant to the provisions of Section 204(1) of the Companies Act 2013 rule 9 of the Companies (Appointment and Remuneration personnel) Rules 2014 and other applicable provisions if any of the Companies Act 2013, Consent of the Board be and is hereby given for appointment of M/s Prakash Shaw & Co., Company Secretaries as Secretarial Auditor of the Company for the financial year 2023-2024 and Mr. Mahesh Kumar Agarwal, Managing Director of the Company be and is hereby authorized to fix the remuneration from time to time in consultation with Audit Committeeâ.

âRESOLVED FURTHER THAT the engagement letter has been placed before the Board and the same has been signed by the Chairman of the Board for the purpose of identification of appointment of M/s Prakash Shaw & Co., Company Secretaries as Secretarial Auditor of the Companyâ

âRESOLVED FURTHER THAT any of the Directors of the Company be and is hereby authorized to file necessary forms with Registrar of Companies and to do all such act, deeds and things as may be considered necessary to give effect to the above said resolutionâ

Secretarial Auditor''s Report:

The Secretarial Audit Report for the financial year ended 31st March, 2023 is self-explanatory and does not call for any further comments.

There is no qualification remarks made by the Auditor.

c) Internal Auditor:

M/s. S. Bhalotia & Associates, (Chartered Accountants) Firm Registration Number 325040E was appointed as internal Audit for the FY-22-23. The Chairman at it Board meeting dated 14.08.2023 Put forward about the appointment of Internal Auditor for FY 2023-24. After a brief discussion the Board passes the following resolution:

âRESOLVED THAT pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, the consent of the Board of Director be and is hereby accorded for the appointment of M/s B L Rathi & Co., Chartered Accountants FRN: 31811E, as internal auditors of the company for the financial year 2023-2024 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.â

âRESOLVED FURTHER THAT any of the director of the company be and is hereby authorized to do all such acts, deeds and things as may be required in this regards to give effect to above resolution including filing of necessary forms with the office of concerned Registrar of Companies

The Board of directors are pleased to confirm the appointment of M/s. B L Rathi & Co., (Chartered Accountants) Firm Registration Number 31811E as Internal Auditors of the company.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year, on the recommendation of Board, there has been Changes in the Key Managerial Personnel of the Company. Jaya Singh being the Company Secretary & Compliance Officer bearing Membership No-A60035 of the Company has resigned with effect from 05.01.2023.

Neha Sharma bearing Membership No- A63186 was appointed as new Compliance Officer & Company Secretary for the Company.

9. VIGIL MECHANISHM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted Vigil Mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement.

10. INTERNAL COMPLIANT COMMITTEE

11. E-VOTING FACILITY AT AGM

Pursuant to regulation 44 of the Listing Agreement with Stock Exchange and in pursuance of the provisions of Section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the Rules), the Items of Business given in Notice convening the Annual general Meeting may be transacted through electronic voting system and the Company is providing e-Voting facility to the members who are the members of the Company as on Wednesday, 20th September 2023 being the "Cut-off Date" fixed for the purpose, of exercising their right to vote at the 27th AGM by electronic means through the e-Voting platform provided by LINK INTIME- INSTAVOTE. The details process and guidelines for e-voting has been provided in the notice convening the meeting.

12. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

13. PARTICULAR OF LOANS, GUARANTEES AND INVESTMENTS

The Company has complied with the provision of loan, guarantees and Investments during the year. The particulars of loans guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

14. ANY VIOLATION OF INSIDER TRADING

During the year Company complied with policies and procedures designed to preserve and protect confidential information. No director, officer or employee of the Company has at any time made any recommendation or express any opinion as to trading in the Company''s securities. Information about other entities in a special relationship with the Company and its confidential decision has not been provided to outside persons without proper authorization. There is no violation of Insider Trading during the period under review.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS :

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report and review by the Audit Committee, process owners undertake necessary actions in their respective areas.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

Note : There was delay in submission of Financial results under regulation 33 of SEBI (LODR) Regulation, 2015 for quarter ended 30th September 2022 on 21st November 2022 due to search & seizure conducted in the premises of the company by Income Tax Department.

16. NOMINATION AND REMUNERATION POLICY

17. DECLARATION BY INDEPENDENT DIRECTORS

18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure âFâ.

20. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the Directors individually as well as the evaluations of its committees. As per schedule IV of the Companies Act 2013, the performance evaluation of independent Directors, shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

21. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, as part of its CSR activities your Company focused on promotion of educational initiatives by supporting the schools near its area of operations.

22. LISTING FEES

The equity shares of the Company continue to be listed on The National Stock Exchange of India Limited (NSE). The Company has remitted the listing fee to these stock exchanges, up to date.

23. MEETING OF INDEPENDENT DIRECTORS

During the year under review, Independent Director Meeting was held on 30.05.2022.

24. RISK MANAGEMENT

Our Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Our Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the Company.

25. STATE OF COMPANY''S AFFAIRS

26. CONSOLIDATED FINANCIAL STATEMENTS

27. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith and marked as Annexure âGâ.

28. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

29. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

30. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies Act 2013.

31. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate but the Company has invested in Joint Ventures and Partnership Firms

S. No	Name of the Limited Liability Partnership (LLP)	Profit/ Loss Sharing Ratio %
1.	Papillon Developers LLP	50%
2.	Unipon Purti Developers LLP	50%
3.	Vara Housing Developers LLP	33.33%
4.	Bergamot Conbuild LLP	40%
5.	Purti NPR Developers LLP	50%

During the year, the Board of Directors reviewed the affairs of its Joint Ventures. In accordance with the Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s joint ventures is annexed herewith and marked as Annexure âHâin the prescribed Form AOC-1.

33. LOANS, GUARANTEES AND INVESTMENTS:

The details of Loans, Guarantees & Investments covered under the provision of section 186 of the Companies Act, 2013 during the period under review are provided in Notes which forms an integral part of this Annual Report.

33. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) The directors had prepared the annual accounts on a going concern basis;

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.

35. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. The directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Mar 31, 2018

The Members,

Pansari Developers Limited

(Formerly known as Pansari Developers Private Limited)

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

Your Companyâs Financial Performance for the year under review is summarized below

(Amount in Rs.)

Particulars	Financial Year
	2017-18	2016-17
Total Income	9,60,01,547.36	4,22,08,296.70
Total Expenditure	5,46,24,962.03	2,61,20,865.24
Profit Before Tax	4,13,76,585.33	1,60,87,431.46
Tax Expense	91,64,463.28	38,32,544.68
Profit After Tax	3,22,12,122.05	1,22,54,886.78
Balance of Profit brought forward from previous year	28,97,78,669.16	37,00,13,782.39
Appropriations:
Transferred to General Reserve	-	-
Balance of Profit carried forward	32,19,90,791.21	28,97,78,669.16
Earnings Per Share (Rs.)	1.85	0.82
Net Worth	55,20,42,791.21	51,98,30,669.16

2. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to the Reserves.

4. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2017-18 and period subsequent there to have been given hereunder:

- The total revenue of the Company during the financial year 2017-18 was Rs. 9,60,01,547.36 against the total revenue of Rs. 4,22,08,296.70 in the previous financial year 2016-17.

- The total expense of the Company during the financial year 2017-18 was Rs. 5,46,24,962.03 against the expense of Rs. 2,61,20,865.24 in the previous financial year 2016-17.

- The Profit after tax is Rs. 3,22,12,122.05 for the financial year 2017-18 as compare to Rs. 1,22,54,886.78 in the previous financial year 2016-17.

- The Directors trust that the shareholders will find the performance of the company for financial year 2017-18 to be satisfactory. The Earning per Share (EPS) of the company is 1.85 per share.

5. SHARE CAPITALAND CHANGES

During F.Y. 2017-18, changes in the capital structure of Company are as follows.

a) Issue of Equity Shares with differential rights

Company had not issued any Equity Shares having differential rights during the year.

b) Issue of sweat equity shares

Company had not issued any Sweat Equity Shares rights during the year.

c) Issue of employee stock options

Company had not issued any employee stock options during the year.

d) Provisions of money by Company for purchase of its shares by employees or by trustees for the benefit of employees

The Company does not have any provision of Money for purchase of its shares by employees or by trustees for the benefit of Employees.

6. RELATED PARTY TRANSACTIONS:

7. AUDITORS AND AUDITORSâ REPORT

a) Statutory Auditors

Statutory Auditors M/s. S. Bhalotia & Associates, Chartered Accountants, the present Statutory Auditors of the Company, who have been distinguished Auditors for few decades, are retiring in compliance with the Section 139 of the Companies Act, 2013 at the conclusion of the forthcoming Annual General Meeting. The Company acknowledges the valuable services rendered by M/s. S. Bhalotia & Associates.

The Board of Directors of the Company on due consideration is proposing to appoint M/s. Agrawal Subodh & Co. Chartered Accountants, a reputed practising firm as Statutory Auditors for a period of 5 years from the conclusion of the forthcoming Annual General Meeting.

M/s. Agrawal Subodh & Co., has consented the proposed appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors recommend the appointment of M/s. Agrawal Subodh & Co., Chartered Accountants as Statutory Auditors of the Company.

Auditors Report

b) Secretarial auditor:

Mr. Prakash Shaw, Practicing Company Secretary, Kolkata was appointed as a Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2017-18 as required under Section204 of the Companies Act, 2013 and Rules there under.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure âBâ to this Report.

Secretarial Auditorâs Report:

The Secretarial Audit Report for the financial year ended 31st March, 2018 is self-explanatory and does not call for any further comments.

There is no qualification, reservations or adverse remarks made by the Auditors.

c) Internal Auditor:

As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.

The Board of directors are pleased to confirm the appointment of M/s. Tekriwal & Associates, as Internal Auditors of the company.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

During the year there were no changes in Directors & Key Managerial Personnel.

9. VIGIL MECHANISH/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board has adopted Vigil Mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

11. NOMINATION AND REMUNERATION POLICY

12. DECLARATION BY INDEPENDENT DIRECTORS

13. MEETING OF THE BOARD OF DIRECTORS:

Composition

Your company has an optimum combination of Executive and Non-Executive Directors with 60% of the Board of Directors comprising of Non-Executive Directors.

- 2 Promoter, Executive Directors

- 3 Independent, Non-Executive Directors

The Board of Directors of the Company met Six times during the year on in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of the Director	Number of Board Meeting held during the Year	Number of Board Meetings attended	Attendance at last AGM (Yes/No)
Mr. Mahesh Agarwal	6	6	Yes
Mr. Ankit Agarwal	6	6	Yes
Mr. Manoj Kumar Agarwal	6	6	Yes
Mrs. Garima Agarwal	6	6	Yes
Mr. Debasish Bal	6	6	Yes

No Director is related to any other Director, except Mr. Mahesh Agarwal, and Mr. Ankit Agarwal are relatives.

14. COMMITTEES AND THEIR MEETINGS

A. Audit Committee Composition

The Audit Committee of the Company comprises of two Independent, Non-Executive Directors and one Executive Director. All the members of the committee possess knowledge of Corporate Finance, Accounts, Audit and Company Law. The Chairman of the Committee is an Independent, Non-Executive Director nominated by the Board. The Company Secretary acts as the Secretary to the Committee.

Brief description of the Terms of Reference

Audit Committee of the Company, inter-alia, provides guidance to the Board on the adequacy of the internal control and financial disclosures. They also provide guidance to liaise with the Internal Auditors as well as the Statutory Auditors of the Company. Terms of reference of the Audit Committee include:

1. Oversight of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the Statutory Auditors and the fixation of audit fees;

3. Approval of payment of Statutory Auditors for any other services rendered by the statutory auditors;

4. Reviewing with the management the quarterly, half-yearly, nine-months, and annual financial statements, standalone as well as consolidated, before submission to the Board for approval;

5. Reviewing the Management Discussion and Analysis Report of the financial condition and results of operations;

6. Reviewing, with the management, the annual financial statements and auditorâs report thereon before submission to the board for approval, with particular reference to:

- Matters required to be included in the Directorâs Responsibility Statement to be included in the Boardâs report as per Section 134(3)(c) of the Companies Act, 2013.

- Changes, if any, in accounting policies and practices and reasons for the same

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit findings.

- Compliance with listing and other legal requirements relating to financial statements.

- Disclosure of any related party transactions.

- Qualifications in the draft audit report.

7. Review the financial statements of unlisted subsidiary companies (including joint ventures) and investments made by the unlisted subsidiary companies (including joint ventures).

8. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

9. Reviewing and monitoring the auditorâs independence and performance, and effectiveness of audit process;

10. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

11. Approval or any subsequent modification of transactions of the company with related parties;

12. Reviewing and Scrutinizing of inter-corporate loans and investments;

13. Evaluating the internal financial controls and risk management systems of the Company;

14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

17. Discussion with internal auditors of any significant findings and follow up there on;

18. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any;

19. Review and approve policy on materiality of related party transactions and also dealing with related party transactions:

20. Review of the Whistle Blower mechanism of the Company as per the Whistle Blower Policy. Overseeing the functioning of the same;

21. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

22. Any other matter referred to by the Board of Directors.

Meetings & Attendance

During the financial year ended March 31, 2018, six Audit Committee Meetings were held on 27.04.2017, 30.05.2017, 18.07.2017, 04.09.2017, 14,12,2017 and 23.03.2018. The attendance at the Committee Meetings is as under:

Name of the member of Audit Committee	Status in Committee	Meeting held during the year	Meeting attended during the year
Mr. Debasish Bal	Chairman	6	6
Mrs. Garima Agarwal	Member	6	6
Mr. Mahesh Agarwal	Member	6	6

B. Nomination and Remuneration Committee

Composition

The Nomination and Remuneration Committee currently comprises of three Non-Executive Independent Directors i.e. Mr. Manoj Agarwal (Chairman), Mr. Debasish Bal (Member) and Mrs. Garima Agarwal (Member).

Brief description of terms of reference

i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

ii) Formulation of criteria for evaluation of Independent Directors and the Board;

iii) Devising a policy on Board diversity;

iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Meetings & Attendance

During the year under review, Nomination and Remuneration Committee Meetings were held on 30.05.2017 and 14.12.2017. The attendance at the Committee Meetings is as under :

Name of the Member	Status in Committee	Meeting held during the year	Meeting attended during the year
Mr. Manoj Agarwal	Chairman	2	2
Mr. Debasish Bal	Member	2	2
Mrs. Garima Agarwal	Member	2	2

C. Stakeholdersâ Relationship Committee Composition

Stakeholdersâ Relationship Committee comprises of two Non-Executives, Independent Directors and one Executive Director i.e. Mr. Manoj Agarwal (Chairman), Mr. Mahesh Agarwal (Member) and Mrs. Garima Agarwal (Member).

Brief Description of Terms of Reference

The Stakeholdersâ Relationship Committee, inter-alia, approves transfer/transmission of shares, issues of duplicate share certificates, and reviews all matters connected with transfer of securities of the Company.

Meetings & Attendance

During the year under review, Stakeholdersâ Relationship Committee Meetings were held on 30.05.2017 and 14.12.2017. The attendance at the Committee Meetings is as under:

Name of the Member	Status in Committee	Meeting held during the year	Meeting attended during the year
Mr. Manoj Agarwal	Chairman	2	2
Mr. Mahesh Agarwal	Member	2	2
Mrs. Garima Agarwal	Member	2	2

D. Corporate Social Responsibility Committee Composition

Corporate Social Responsibility Committee comprises of two Executives, Directors and one Independent Director i.e. Mr. Mahesh Agarwal (Chairman), Mr. Ankit Agarwal (Member) and Mr. Manoj Agarwal (Member).

Brief Description of Terms of Reference

- formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company;

- recommending the amount of expenditure to be incurred on CSR activities of the Company;

- reviewing the performance of Company in the area of CSR;

- providing external and independent oversight and guidance on the environmental and social impact of how the Company conducts its business;

- monitoring CSR Policy ofthe Company from time to time;

- monitoring the implementation of the CSR projects or programs or activities undertaken by the Company.

15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure âDâ.

16. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the Directors individually as well as the evaluations of its committees. As per schedule IV of the Companies Act 2013, the performance evaluation of independent Directors, shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Board has constituted a Corporate Social Responsibility (CSR) Committee of the Board under the Chairmanship of an Executive Director. Your Company has a CSR policy in place which aims to ensure that your Company continues to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders.

During the year under review, as part of its CSR activities your Company focused on promotion of educational initiatives by supporting the schools near its area of operations.

18. MEETING OF INDEPEENDENT DIRECTORS

During the year under review, Independent Director Meeting was held on 30.05.2017

19. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the Company.

20. STATE OF COMPANYâS AFFAIRS

21. CONSOLIDATED FINANCIAL STATEMENTS

22. EXTRACT OF THE ANNUAL RETURN

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013

25. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 20172018 in terms of Chapter V of the Companies Act 2013.

26. PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary or Associate Company but the Company has invested in Papillion Developers LLP and in Unipon Purti Developers LLP as Partner at 50% sharing ratio of profits and losses to be treated as Joint Ventures.

During the year, the Board of Directors reviewed the affairs of its Joint Ventures. In accordance with the Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companyâs Joint Ventures is annexed herewith and marked as Annexure âGâ in the prescribed Form AOC-1.

28. LOANS. GUARANTEES AND INVESTMENTS:

The details of Loans, Guarantees & Investments covered under the provision of Section 186 of the Companies Act, 2013 during the period under review are provided in Notes which forms an integral part of this Annual Report

29. DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, in the case of a listed Company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

For and on behalf of the Board

Registered Office:

14, N.S. Road, 4th Floor

Kolkata-700 001 Mahesh Agarwal Ankit Agarwal

Managing Director Whole Time Director

Dated: 30th June 2018 (DIN: 00480731) (DIN: 02804577

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