Your Directors present herewith their 34th Annual Report of your Company comprising the Audited FinancialStatements for the year ended 31st March 2025.
Year ended on
31-03-2025
31-03-2024
Total Income
3117.04
1978.10
Gross Profit before Depreciation and Tax
176.57
249.88
Less: Depreciation
0.11
0.18
Profit / (Loss) before Tax
249.70
Less: Provision for Current Taxation
-
Less : Short and Excess Provisions for Earlier years
Less: Deferred Tax Asset
Profit/(Loss) after Taxation
179.98
Balance carried forward to Balance Sheet
During the current year of operation, your Company has registered revenue from operation of Rs. 3117.04/- Lakhs,as compared to Rs. 1978.10/- Lakhs in the previous financial year. Your company has earned net profit of Rs.176.57/-Lakhs as compared to net profit of Rs. 179.98/- Lakhs in the previous financial year.
During the financial year 2024-25, The Company has not changed its nature of business and had been continuing withthe same line of business.
In terms of Regulation 42 of SEBI Listing Regulations, the Company fixed Friday, April 19, 2024 as the Record Date forthe purpose of determining the eligibility of shareholders for sub-division/split of every 1 (one) equity share of Rs.10/-each fully paid-up into 10 (ten) equity shares of Re.1/- each fully paid-up, as approved by the shareholders throughPostal Ballot on March 15, 2024.
The Registered Office of the Company was shifted from the State of Maharashtra to the State of Gujarat. The approvalof the Regional Director was received on April 29, 2024, and MCA approval was received on June 6, 2024.
The Board of Directors approved a Bonus Issue in the ratio of 1:10 (i.e., 1 Equity Share for every 10 Equity Sharesheld). Pursuant to the approval: Record Date: September 28, 2024 and Bonus Allotment: 64,90,000 Equity Shares ofRe.1/- each were allotted.
Post Bonus Capital: Paid-up Equity Share Capital increased from Rs.6,49,00,000/- to Rs.7,13,90,000/-.The Bonus Shares rank pari-passu in all respects with the existing equity shares.
Your Company does not have any subsidiary, joint Venture or associate Company.
During the year the company has transferred all the amount to general reserve and the board has not recommendedany dividend for the current year.
During the year under review, your Company has neither accepted nor renewed any deposits within the meaning ofSection 73 of the Companies Act, 2013.
There is no occurrence of material change and commitment made between the end of the financial year and date ofthis report which has affected the financial position of the company.
The changes that had occurred in the composition of the Board of Directors and Key Managerial Personnel are asfollows:
Sr.
No.
Name of Director
Category
Appointment
Resignation
1
Mr. Pankaj Panchal
Executive
09/12/2023
30/09/2024
2
Mr. Nitin Mistry
Company Secretary
24/01/2024
29/04/2024
3
Ms. Komal Potekar
07/06/2024
NA
No other Director or Key Managerial Personnel has been appointed, resigned or retired during the year.DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from the Independent Directors of the Company confirming that they meetthe criteria of independence as prescribed under the applicable provisions of section 149(6) of the Companies Act,2013.
Pursuant to section 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies (Management and Administration)Rules, 2014 as substituted by the Companies (Management and Administration amendment) Rules, 2021 a Draft copyof the Annual Return is made available on the Website of the Company atwww.pulsarinternationallimited.wordpress.com.
During the year, 08 (Eight) meetings of the Board of Directors of the Company were convened and held. The detailsof date of meetings and the attendance of each director at the Board Meetings and Committees Meetings areannexed herewith as "Annexure I". The intervening gap between the Board meetings was within the periodprescribed under the Companies Act, 2013.
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of theirknowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had been followed andthat there were no material departure
ii. the directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent, so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit of the Company for theperiod;
iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act, for safeguarding the assets of the Company and forpreventing 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 suchinternal financial controls are adequate and were operating effectively;
vi. the directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for thefinancial year ended 2024-25.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in accordance with Section 177(2) of the Companies Act, 2013.The Composition of the Audit Committee as on 31.03.2025 is as follows:
Name of the Director
Status
Ms. Payal Sadhu
Chairperson
Mr. Devendrasinh Dalpatsinh Umat
Member
Mr. Jayesh Patel
During the period under review the changes are carry out in compliance with the provision of Section 177 of thecompanies act 2013 and Rules made thereunder.
NOMINATION & REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company is constituted in accordance with Section 178 of theCompanies Act, 2013. The Composition of the Committee as on 31.03.2025 is as follows:
During the period under review the changes are carry out in compliance with the provision of Section 178 of the £
companies act 2013 and Rules made thereunder. < ’
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for <;
selection and appointment of Directors, Senior Management and their remuneration. The Nomination and £
Remuneration Policy is annexed herewith as "Annexure-N".
STAKEHOLDERS RELATIONSHIP COMMITTEE T
The Stakeholders Relationship Committee of the Company is constituted in accordance with Section 178 of the £
Companies Act, 2013. The Composition of the Committee as on 31.03.2025 is as follows: < ’
During the period under review the changes are carry out in compliance with the provision of Section 178 of the <
companies act 2013 and Rules made thereunder. ^
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS t
During the year, the company has given loans to the corporate incompliance of Section 186 of the Company's Act <
2013. Further note that the company did not give any guarantee, nor any security nor made any investments within i
the meaning of Section 186 of the Companies Act, 2013. <;
RELATED PARTY CONTRACTS <
During the financial year, your Company entered into related party transactions which were on arm's length basis <¬and in ordinary course of business. There are no material transactions with any related party as referred in sub-section <
(1) of section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, '
2014. Your Directors draw attention to Note no. 08 of Notes forming part of financial statement which sets out related <
party disclosure. ;
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information relating to energy conservation, technology absorption and research & development pursuant to <
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as <¬follows: <
A. Conservation of Energy: '
i.Steps taken or impact on conservation of energy: Since the Company is not carrying out any <
manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the ;
energy utilized. ^
ii. Steps taken by the Company for utilizing alternate sources of energy: The Company has not utilized anyalternate source of energy during the year.
iii. Capital investment on energy conservation equipment's: Nil
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement, cost reduction, product development or importsubstitution: Nil
iii. Imported technology (imported during the last three years reckoned from the beginning of the financialyear):
a) Details of technology imported - No technology was imported.
b) Year of import - Not Applicable
c) Whether the technology been fully absorbed- Not Applicable
d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - NotApplicable
iv. Expenditure incurred on Research and Development - Not Applicable
During the year 2024-25, there have been no foreign exchange earnings or outgo.
The Company has devised proper systems to ensure compliance with the provisions of all applicable SecretarialStandards issued by the Institute of Company Secretaries of India and that such systems are adequate and operatingeffectively.
The Company has adequate systems to identify major risks which may threaten the existence of the Company. Thesame is subject to review from time to time. Mitigation measures for the identified risks are taken based on the typeof risks.
During the year under review, there were no applications made or proceedings pending in the name of the Companyunder the Insolvency and Bankruptcy Code, 2016.
During the year under review, there has been no one time Settlement of loans taken from Banks and FinancialInstitutions.
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees andother individual Directors which include criteria for performance evaluation of the non-executive directors andexecutive directors.
On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and otherindividual Directors, a process of evaluation was followed by the Board for its own performance and that of itscommittees and individual Directors.
Independent Director evaluated the performance of non-independent directors, performance of the Board as a wholeand performance of the Chairman, taking into account the views of executive directors and non-executive directors.
There are no significant and material orders passed by the Regulators/Courts that would impact the going concernstatus of the Company and its future operations.
Your Company has Internal Control system to ensure an effective internal control environment that providesassurance on the efficiency of conducting business, including adherence to the Company's policies, the safe guardingof its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting recordsand the timely preparation of reliable financial disclosures.
Your Directors state that during the year under review, there were no cases reported pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013 as amended.
The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The VigilMechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by theBoard of Directors of the Company.
In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details areappended as 'Annexure - III' to the Directors' Report.
None of the employees of the Company employed throughout the year were in receipt of remuneration in excess ofthe limits set out in Rule 5(2) of the said rules.
At the 29th Annual General Meeting held on 14th August, 2020 M/s. H.G. Sarvaiya & Co., Chartered Accountants,Mumbai (Firm Regn.No.0115705W), were appointed as the Statutory Auditors of the Company to hold office for fiveconsecutive years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual GeneralMeeting.
M/s. H.G. Sarvaiya & Co., Chartered Accountants, Mumbai (Firm Regn.No.0115705W), Statutory Auditors of theCompany have given their report on the Financial Statements of the Company is part of the Annual Report. There hasbeen no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their Report.
M/s. Ankurkumar Dineshchandra Gandhi & Associates, Practising Company Secretaries, were appointed as SecretarialAuditor of your Company to conduct a Secretarial Audit of records and documents of the Company for the financialyear ended 31st March, 2025. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexedherewith as "Annexure IV".
Remarks or Qualifications by Secretarial Auditors and comments from the Board.
1. The Newspaper Publication with respect to financial results for the Quarter ended 31.03.2024, 30.06.202430.09.2024 and 30.12.2024 are not published as required under Regulation 47 (1) (b) of SEBI (LODR)Regulations, 2015;
Management Reply: The delay in publishing newspaper advertisements for the financial results of thequarters ended 31.03.2024, 30.06.2024, 30.09.2024, and 31.12.2024 was due to logistical and coordinationissues with our publishing partners. However, the financial results were submitted to the Stock Exchangeswithin the prescribed timelines and were also made available on the Company's website and the StockExchange portals. We are taking necessary steps to ensure timely compliance in the future.
The Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in 'Annexure -V' and formsa part of the Annual Report.
The Board of Directors state that M/s. H. G. Sarvaiya & Co., Chartered Accountants Statutory Auditors have notreported of any fraud involving any amount committed by the Company to the Central Government, Audit Committeeor to the Board of Directors of the Company.
ACKNOWLEDGEMENT f
The Directors wish to place on record their appreciation of the continued support and cooperation received from i>
various customers, banks, employees and other stakeholders of the company. S
For and on behalf of the Board of Directors,
Sd/- |
Vikas Gohil >
Chairman and Director 5>
DIN:09578828 >
Place: Ahmedabad
Date: 28/08/2025 |