డైరెక్టర్ల నివేదిక Polo Queen Industrial and Fintech Ltd.

Mar 31, 2024

Your Directors are pleased to present the 40th ANNUAL REPORT on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS :

The salient features of the Company''s working for the year under review are as under:

(Amount in Thousands)

	Standalone		Consolidated
Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Sales and other Income	685103.53	779027.69	706423.97	781225.02
Profit /(Loss) before Interest and Depreciation	36077.53	55113.01	57202.36	57139.16
Less: Interest	15261.38	17901.57	17024.55	19113.01
Profit/(Loss) before Depreciation	20816.15	37211.44	40177.81	38026.15
Less: Depreciation	2477.77	2685.96	2477.77	2685.96
Profit/(Loss) Before Taxation	18338.38	34525.48	37700.04	35340.19
Less: Provision for Taxation (net)	5072.16	11277.02	8308.72	11399.71
Less: Tax Adjustment relating to prior years	615.93	253.73	620.33	245.09
Less: Deferred Tax	28.04	127.46	28.04	127.46
Net Profit/ (Loss) after Tax	12622.25	22867.27	28742.95	23567.93

OPERATIONS

The net revenues from operations reduced to Rs.6844.03 Lakhs from Rs. 7786.74 Lakhs in 2022-23. Profit before tax decreased to Rs.183.39 Lakhs from Rs.345.25 Lakhs in 2022-23. The net profit was 1126.22 Lakhs comparec to ?228.67 Lakhs in the previous year.

The operating and financial performance of your Company has been covered in the Managemen'' Discussion and Analysis Report which forms part of the Annual Report.

BUSINESS OVERVIEW & KEY DEVEOPMENTS

The FMCG business of your company continues to remain a very attractive proposition. As India steadily moves towards being a USD 10 Trillion economy, we expect sustained and increasing demand for all kinds o FMCG products both from the rural and urban segments.

To that end your company is steadfastly focussed on increasing its distribution channels using modern trade online sales and through conventional sales mediums.

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Active work is also ongoing to increase our range of FMCG products.

In addition, your Directors are extremely pleased to report that your company has signed well known Bollywood actor and celebrity Mrs. Raveena Tandon to endorse some of your company''s FMCG products. Mrs. Raveena Tandon has a pan India fan following since decades with an excellent reputation. Using Mrs. Raveena Tandon as a brand ambassador will go a long way in attracting new consumers as well as increasing the attractiveness and acceptance of your company''s products amongst customers across the board.

With the foregoing efforts we expect a substantial jump in your company''s revenue for FY''24-25.

With regard to the Mahad Agro Processing Project, your company continues to be in active discussion with Financial Institutions to achieve suitable breakthrough in the fundraising endeavour to take this project towards execution stage. As previously informed, the Mahad Agro Processing project has been granted mega project status from the Government of Maharashtra. Your company

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will be availing the applicable benefits from the mega project status once commercial production starts at Mahad.

Your company''s Mahad agro processing project will be a major consumer of cash crops which will benefit farm labour across India and align with the Government policy to encourage the farming community to cultivate crops having a positive impact on the country''s water table and to reduce the Government subsidy bills. Regarding application of the product output from the Mahad project, in addition to an increasing application in Food and Pharmaceuticals, the products produced at Mahad are also likely to find application in electronics and construction industry in the future.

With the all-pervading Digital Revolution, your company''s proposed Data Centre initiative at Dombivli remains very much functioning. We continue to work on fundraise initiatives to take forward this project with its increasing financial attractiveness against major demand uptake.

Your company''s green field expansion projects have products and services having multifaceted applications and this bodes well for your company''s future.

Amidst global headwinds and general international geopolitical instability, India remains an oasis of growth and stability as the fastest growing major economy in the world. With its committed expansion endeavours, your company is extremely well positioned to take advantage of India''s growth momentum in the ensuing years.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 ("Act") read with relevant

Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Pursuant to Section 136 of the Act, the standalone financial statements of the Company and the consolidated financial statements along with the relevant documents form part of this Annual Report and separate audited accounts in respect of the subsidiary are available on the website of the Company.

DIVIDEND

With a view to conserving the resources of your Company, your Directors have decided not to recommend Dividend for the year.

Your Company has approved a policy for Dividend distribution and the same is uploaded on the Company''s website which can be accessed using the link https:/ / www .poloqueen.com/pdf/dividend-distribution-policy.pdf

RESERVES

The Company has not transferred any amount to the general reserves during the year.

BUSINESS RISK MANAGEMENT

The Company manages and monitors principal risks and uncertainties that can impact the ability of the Company to achieve its targets/objectives. Timely reports are placed before the board for considering various risks involved in the Company''s business/operations. The Board evaluates these reports and necessary/corrective action is then taken.

A brief report on risk evaluation and management is provided under Management''s Discussion and Analysis Report forming part of this Annual Report.

Your Company has approved a policy for Risk Management and the same is uploaded on the Company''s website which can be accessed using the link https: //www.poloqueen.com/pdf/risk-management-policy.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilisation of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls. An extensive internal audit is carried out by Internal Auditor of the Company and post audit reviews are also carried out to ensure follow up on the observations made.

'' DIRECTORS

As on March 31, 2024, the Board of Directors of your Company comprises of Ten (10) Directors consisting of Two (2) Whole Time Director and Eight (8) Non-Executive Directors, out of which Five (5) are Independent Directors including one Woman Independent Director. The constitution of the Board of the Company is in accordance with Section 149 of the Act, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing Regulation”).

On the basis of the written representations received from the directors, none of the above directors are disqualified under Section 164 (2) of the Act.

The Company has adhered to Section 152 of the the Act Mr. Nandlal Sanghai (DIN: 00181592) and Mr. Prabhas Sanghai (DIN: 00302947), who retired by rotation, were reappointed as a Director at the 39th Annual General Meeting. The Board recommends the reappointment of Mr. Rahulkumar Nandlal Sanghai (DIN: 00181745) and Mr. Umesh Kumar Agarwalla (DIN: 00231799), who shall be retired by rotation and, being the longest-serving director, is eligible and has offered themself for reappointment.

Mr. Shridatta Haldankar Suresh (DIN:08342307), who was appointed as an Independent Director of the Company has completed his first tenure of 5 years on January 28, 2024 and was re-appointed by the shareholders in the 39th Annual General Meeting held on September 28, 2023 for a second term of 5 years commencing with effect from January 29, 2024 till January 29, 2029 (both days inclusive).

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, following are the KMP of the Company as on March 31, 2024:

• Mr. Umesh Kumar Agarwalla, Whole Time Director

• Mr. Udit Sanghai, Whole Time Director and Chief Financial Officer

• Ms. Muskan Khandal, Company Secretary & Compliance Officer

Ms. Rachna Baria resigned from her position as Company Secretary & Compliance Officer on August 09,

2023. To fill the vacancy created by her resignation, Ms. Namrata Maheshwari was appointed as Compliance Officer effective from November 08, 2023. However, following the appointment of Ms. Muskan Khanal as Company Secretary & Compliance Officer on January 07, 2024, Ms. Namrata Maheshwari resigned from her role as Compliance Officer, effective from January 06,

2024.

The details of Directors seeking re-appointment as required under Regulation 36(3) of the Listing Regulations are given in the notice of the ensuing Annual General Meeting, which is being sent to the Shareholders along with Annual Report.

SENIOR MANAGEMENT PERSONNEL

In terms of the Listing Regulations, the Company has identified the “Senior Management Personnel” which comprise all the Key Managerial Personnel of the Company excluding Non-Executive and Independent Directors.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees on parameters such as skills, knowledge, participation in meetings, contribution towards Corporate Governance practices, compliance with code of ethics etc.

The Independent Directors have carried out a performance evaluation of non-independent Directors, Chairman of the Board and Board as a whole with respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence. The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company after due assessment took on record the necessary declarations received from each of the Independent Directors under Section 149(7) of the Act, that they meet the criteria of Independence laid down in Section 149(6) of the Act, and Regulation 16(1)(b) of the Listing Regulations. 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 exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Further, all the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Haryana ("IICA") as notified by the Central Government under Section 150(1) of the Act and shall undergo online proficiency self-assessment test within the time prescribed by the IICA, if applicable. The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications experience, expertise, hold highest standards of integrity and are independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on t h e w e b s i t e o f t h e C o m p a n y https://www.poloqueen.com

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The Company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination, Remuneration and Compensation Committee / Stakeholders'' Relationship Committee on various related matters, where Directors have interactive sessions with the Management. Further the Managing Director also holds one to one discussion with the newly appointed Director to familiarize with the Company''s operations. The details of the Company''s familiarization programme for Independent Directors can be accessed at website of the Company https://www.poloqueen.com

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Act, and Regulation 17(5) of Listing Regulations. V

The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

BOARD MEETINGS

During the year, Seven Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and Listing Regulations as amended from time to time

BOARD COMMITTEES

The Board has constituted following Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination Remuneration Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report, which forms a part of the Annual Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Joint Venture or

Associate Company. The details of the performance of the subsidiary companies are as follows:

i. POLO QUEEN CAPITAL LIMITED (PQCL)

PQCL is a wholly owned subsidiary of the Company. It was incorporated on March 15, 2016 for the purpose of carrying on the business of Non-Banking Finance Company. PQCL has received Certificate of Registration from the Reserve Bank of India dated September 22, 2017 for carrying on the business of Non-Banking Financial Institution without accepting public deposits. PQCL has commenced its Financial Business. PQCL has invested funds in Equities through portfolio management consultants. As on 31st March 2024, the PQCL''s Net Owned Funds are Rs. 438.18 Lakhs. PQCL earned profit of Rs. 160.80 Lakhs through its operations during the year.

ii. POLO QUEEN SOLUTIONS LIMITED (PQSL)

PQSL is a wholly owned subsidiary of the Company. PQSL was incorporated on March 3, 2016. The plans for activities in this company will be shared with you once this fructifies. The authorised Share Capital and paid up Share capital of PQSL are 10.00 lakhs and 5.00 lakhs respectively. As on 31st March 2024, PQSL''s Networth is Rs.4.82 Lakhs. PQSL earned profit of Rs. 0.20 Lakhs through its operations during the year.

iii. POLO QUEEN PHARMA TRADE INDUSTRY LIMITED (PQPL)

PQPL is a wholly owned subsidiary of the Company. It was incorporated on March 3, 2016. The plans for activities in this company will be shared with you once this fructifies. The authorised Share Capital and paid up Share capital of PQPL are 10.00 lakhs and 5.00 lakhs respectively. As on 31st March 2024, PQPL''s Networth is Rs. 4.83 Lakhs. The Company earned profit of Rs. 0.20 Lakhs through its operations during the year.

A statement containing salient features of the financial statements in Form AOC-1, as required under Section 129 (3) of the Act, forms a part of this Annual Report.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link

https://www.poloqueen.com/pdf/revised-policy-on-material-subsidiary.pdf As per this Policy, your Company does not have any material subsidiary.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act, and Listing Regulations during the financial year were on an arm''s length basis and in the ordinary course of business.

The policy has been disclosed on the website of the Company at www.poloqueen.com. Web link for the same is https://www.poloqueen.com/pdf/policy-on-related-party-transactions(2).pdf

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure 1 to this Annual Report.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations to recommend the Company''s policy on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance. The policy is also posted on the Company''s website at www.poloqueen.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details are given in the Note 38 to the Financial Statements forming part of the Annual Report. All the loans given by the Company to the body corporate are towards business purpose.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company does not own any manufacturing facility

and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company has earned Rs. Nil in foreign exchange and has spent Rs. 18.82 Lakhs in Foreign Exchange during the accounting year ended 2023-24.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3)(c) of the Act, that:

a) In the preparation of the Annual Accounts, the applicable standards had been followed along with proper explanation relating to material departure;

b) had selected such accounting policies and applied them consistently and made judgements 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 of the company for that period;

c) 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 prevention and detection of fraud and other irregularities;

d) had prepared the Annual Accounts on a going concern basis;

e) laid down that the internal financial controls were adequate and operating effectively;

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

DEPOSITS

Your Company has not accepted any deposits from the public during the year within the meaning of Sections 73

to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

LOAN FROM DIRECTORS

During the financial year, the Company has taken loan from Directors of the Company, and declaration in to that effect have been received and the details are as given below:

S. No.	Name of Director	Loan taken during the year (Rs. In Lakhs)	Balance as on March 31, 2024 (Rs. In Lakhs)
1.	Mr. Nandlal Sanghai	109.89	333.59
2.	Mr. Rahul Sanghai	182.59	182.09
3.	Mr. Prabhas Sanghai	83.99	162.89
4.	Mr. Udit Sanghai	139.42	0.79

PARTICULARS OF EMPLOYEES

The Company has no employee in receipt of remuneration in excess of the limit prescribed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of employees required under Rule 5 of the aforesaid Rules, are attached as Annexure 2 to this Report.

VIGIL MECHANISM /WHITSLE BLOWER POLICY

The Company has a Vigil Mechanism and WhistleBlower Policy to deal with instances of fraud and mismanagement, if any, and conducting business with integrity, in accordance with all applicable laws and regulations. The summary of the policy has been disclosed on the website of the Company at www.poloqueen.com Weblink for the same is http://poloqueen.com/pdf/vigil-mechanism-policy.pdf AUDITORS

M/s. Kava & Associates, Chartered Accountant (Firm Registration No. 145721W) were appointed as Statutory Auditors of the Company from the conclusion of 38th Annual General Meeting held in financial year 2022-23 till the conclusion of 43rd Annual General Meeting which is to be held in the year 2027, as approved by the Board of Directors of the Company on the recommendation of the Audit Committee (''the Committee'').

There are no qualifications, observations or remarks in the Auditor''s Report for the financial year ended 31st March, 2024.

AUDITORS'' REPORT

During the year under review, the Auditor has not reported any matter under section 143 (12) of the Companies Act, 2013 and therefore no default disclosed under section 134 (3) (ca) of the Act.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Directors'' Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have, in their meeting held on May 26, 2023 re-appointed M/s. Dipti Nagori, Practicing Company Secretary (C.P. No. 9917) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure - 3 to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

INTERNAL AUDIT

The Board of Directors have, in their meeting held on May 26, 2023 re-appointed M/s. Janak Mehta, Chartered Accountants as Internal Auditors for the financial year 2023-24.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

ANNUALRETURN

In terms of Section 92(3) of the Companies Act, 2013 and

Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.poloqueen.com

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.

SHARE CAPITAL

• Authorised Capital

The Authorised Capital of the Company is Rs. 1,13,00,00,000, comprising of 56,50,00,000 Equity Shares of Rs. 2/- each.

• Issued, Subscribed & Paid-Up Capital

The issued, subscribed and paid-up Share Capital as on March 31, 2024 was Rs. 67,15,00,000, comprising of 33,57,50,000 Equity Shares of the face value of Rs. 2 each, fully paid up.

POLICY ON SEXUAL HARASSMENT:

The Company has adopted Policy on Prevention of Sexual Harassment of Women at the Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended March 31, 2024, the Company has not received any complaints pertaining to sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of Listing Regulations, a report on Management Discussion & Analysis Report forms part of the Annual Report.

CORPORATE GOVERNANCE:

A detailed report on Corporate Governance forms part of

this Annual Report. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no Material Changes and Commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report.

GENERAL

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

OTHERS

Your Directors confirms that there has been no failure in implementation of any Corporate Action during the financial year 2023-2024.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT

The Directors wish to take this opportunity to express their sincere thanks to the Company''s Bankers for their valuable support and the Shareholders for their confidence in the Company.

For and on behalf of the Board of Directors NANDLAL SANGHAI UMESH KUMAR AGARWALLA

Place : Mumbai DIRECTOR WHOLE TIME DIRECTOR

Date : August 09, 2024 DIN: 00181592 DIN: 00231799

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Mar 31, 2023

The Directors are pleased to present the 39th Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2023.

FINANCIAL RESULTS :

The salient features of the Company''s working for the year under review are as under:

				(Amount	in Thousands)
		Standalone		Consolidated
	Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022	Year Ended 31.03.2023	Year Ended 31.03.2022
	Sales and other Income	779027.70	565745.97	781225.01	566380.08
	Profit /(Loss) before Interest and Depreciation	59060.78	41331.98	57139.16	41810.71
	Less: Interest	17901.56	18998.93	19113.01	19085.18
	Profit/(Loss) before Depreciation	37211.44	22333.05	38026.15	22725.53
	Less: Depreciation	2685.96	2750.59	2685.96	2750.59
	Profit/(Loss) Before Taxation	34525.48	19582.46	35340.19	19974.94
	Less: Provision for Taxation (net)	11277.02	5377.99	11399.71	5443.95
	Less: Tax Adjustment relating to prior years	253.73	0.16	245.09	179.89
	Add: Deferred Tax	127.46	44.99	127.46	44.99
	Net Profit/ ( Loss ) after Tax	22867.27	14159.32	23567.93	14306.11

OPERATIONS

During the year under review the Company has recorded receipts of Rs. 7790.28 Lakhs as compared to Rs. 5657.46 Lakhs in the previous year. The Company has recorded a Net profit Rs. 228.67 Lakhs as compared to a Net profit of Rs. 141.59 Lakhs in the previous year.

During the year under review the sales turnover of the Company has shown growth close to 40% as compared to the previous year mainly due to wide acceptance of the Company''s products in the target market. The Company''s profitability also improved by a very healthy 61.50% with profit after tax of Rs. 228.67 lakhs as compared to profit of Rs.141.59 Lakhs.

For further sustained profitable growth your Company is constantly working on introducing new products and increasing sales with Modern Trade, Canteen Stores Department as well as Tie II and Tier III cities in Maharashtra. Adequate investment in supply chain is being made commensurate with the increased sales. The pride which the Company feels in partnering with and supporting the Indian Defence forces cannot be emphasized enough. The Company''s trading activities in chemicals and minerals are being revitalized with induction of additional technical personnel in the belts having a concentration of foundry , and steel industries. Besides the Company''s management

is also attending major international exhibitions to have tie-ups with reputed international Companies for sales in India. Sales from chemicals and mineral trading have grown by more than 100% in FY 2022-23 relative to FY 2021-22. Further growth initiatives are being actively pursued for this business area.

Your Directors are happy to report that the detailed project report for both the Mahad Agro Processing and Data Centre Projects have been finalised and that the Mahad Agro Processing Project has been accorded “Mega Project” status by the Government of Maharashtra.

Your Company is presently in active discussion with various Merchant Bankers and Financial Institutions to secure the necessary funds for execution of the Mahad and Dombivli projects. Your Directors are positively confident about achieving success in this endeavour.

It is pertinent to emphasize that the Mahad Agro Processing Project will present significant Social and Environmental benefits to the Nation along with major direct and ancillary employment opportunities. Some of the products that will be produced at Mahad have critical application in the Pharmaceutical and Food segment. The products from Mahad will also be aligned with the Government''s focus on creating adequate sources for Green Renewable Energy.

The proposed Data Centre at Dombivli will be an enabler of Digital Infrastructure. Looking at the exponential growth of

Data consumption across India and the rapid Digitisation of various processes and interactions at multiple levels ranging from G2C, B2B and B2C it is estimated that the demand for Data Centres is going to continue seeing very significant growth for the foreseeable future. Dombivli''s close proximity to the existing Data Centre hubs of Mahape / Navi Mumbai and its road infrastructure seeing significant investment with projects like the “Airoli-Katai Expressway” and “Mothagaon-Mankoli Bridge” the attractiveness of Dombivli as a Data Centre location is very apparent.

An official announcement on the Mahad and Dombivli projects execution will be made once we have achieved financial closure.

India is confidently striding towards being a 10 Trillion US$ economy of the next 10 years. With this GDP growth the demand for your Company''s products and services is going to see a major upswing during this period.

We can proudly state that your Company continues to play its part in nation building and furthering “Make in India”.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 (“Act”) read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Pursuant to Section 136 of the Act, the standalone financial statements of the Company and the consolidated financial statements along with the relevant documents form part of this Annual Report and separate audited accounts in respect of the subsidiary are available on the website of the Company.

DIVIDEND

With a view to conserving the resources of your Company, your Directors have decided not to recommend Dividend for the year.

Your Company has approved a policy for Dividend distribution and the same is uploaded on the Company''s website which can be accessed using the link https: / /www.poloqueen.com/pdf/dividend-distribution-policy.pdf.

RESERVES

The Company has not transferred any amount to the general reserves during the year.

BUSINESS RISK MANAGEMENT

The Company manages and monitors principal risks and uncertainties that can impact the ability of the Company to achieve its targets/objectives. Timely reports are placed before the board for considering various risks involved in the Company''s business/operations. The Board evaluates these reports and necessary/corrective action is then taken.

A brief report on risk evaluation and management is

provided under Management''s Discussion and Analysis Report forming part of this Annual Report.

Your Company has approved a policy for Risk Management and the same is uploaded on the Company''s website which can be accessed using the link https: / /www.poloqueen.com/pdf/risk-management-policy.pdf.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place, adequate systems and procedures for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

DIRECTORATE AND KEY MANAGERIAL PERSONNEL

In terms of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Nandlal Sanghai (DIN: 00181592) Non-Executive and NonIndependent Director and Mr. Prabhas Sanghai (DIN: 00302947) Non-Executive and Non- Independent Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Whole Time Director of the Company. The details of Directors seeking re-appointment as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the notice of the ensuing Annual General Meeting, which is being sent to the Shareholders along with Annual Report.

The Board of Directors and Key Managerial Personnel of the Company as on March 31st, 2023 stands as follows;

Mr. Nandlal Sanghai	- Non Executive Director
Mr. Prabhas Sanghai	- Non Executive Director
Mr. Umesh Agarwalla	- Executive Director
Mr. Rahul Sanghai	- Non Executive Director
Mr. Udit Sanghai	- Executive Director and Chief Financial Officer
Mr. Aspi Katgara	- Non Executive Independent Director
Mr. Natwarlal Gaur	- Non Executive Independent Director
Mr. Shridatta Haldankar	- Non Executive
Suresh	Independent Director
Mr. Aftab Diamondwala	- Non Executive Independent Director
Mrs. Feroza Panday	- Non Executive Independent Director
Ms. Rachana Baria	- Company Secretary and Compliance Officer
Ms. Rachana Baria, resigned from the post of Company
Secretary and Compliance Officer w.e.f. 09th August, 2023

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has carried out an annual performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees on parameters such as skills, knowledge, participation in meetings, contribution towards Corporate Governance practices, compliance with code of ethics etc. The Independent Directors have carried out a performance evaluation of non-independent Directors, Chairman of the Board and Board as a whole with respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company after due assessment took on record the necessary declarations received from each of the Independent Directors under Section 149(7) of the Act, that they meet the criteria of Independence laid down in Section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Further, all the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Haryana (“IICA”) as notified by the Central Government under Section 150(1) of the Act and shall undergo online proficiency self-assessment test within the time prescribed by the IICA, if applicable. The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company https://www.poloqueen.com.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The Company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors/Audit Committee/

Nomination and Remuneration Committee / Stakeholders'' Relationship Committee on various related matters, where Directors have interactive sessions with the Management. Further the Managing Director also holds one to one discussion with the newly appointed Director to familiarize with the Company''s operations. The details of the Company''s familiarization programme for Independent Directors can be accessed at website of the Company https://www.poloaueen.com/#

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Act, and Regulation 17(5) of SEBI Listing Regulations. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company''s website.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

BOARD MEETINGS

During the year, Five Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time

BOARD COMMITTEES

The Board has constituted following Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

• Risk Management Committee

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the

Corporate Governance Report, which forms a part of the Annual Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Joint Venture or Associate Company. The details of the performance of the subsidiary companies are as follows:

i. POLO QUEEN CAPITAL LIMITED (PQCL)

PQCL is a wholly owned subsidiary of the Company. It was incorporated on March 15, 2016 for the purpose of carrying on the business of Non-Banking Finance Company. The Company has received Certificate of Registration from the Reserve Bank of India dated September 22, 2017 for carrying on the business of Non-Banking Financial Institution without accepting public deposits. The Company has commenced its Financial Business. The Company has invested funds in Equities through portfolio management consultants. As on 31st March 2023, the Company''s Net Owned Funds are Rs.3.26 Crores. The Company earned profit of Rs. 6.75 lakhs through its operations during the year.

ii. POLO QUEEN SOLUTIONS LIMITED (PQSL)

PQSL is a wholly owned subsidiary of the Company. The Company was incorporated on March 3, 2016. The plans for activities in this company will be shared with you once this fructifies. The Authorised Share capital and paid up Share capital of PQSL are 10.00 lakhs and 5.00 lakhs respectively.

iii. POLO QUEEN PHARMA TRADE INDUSTRY LIMITED (PQPL)

PQPL is a wholly owned subsidiary of the Company. It was incorporated on March 3, 2016. The plans for activities in this company will be shared with you once this fructifies. The Authorised Share capital and paid up Share capital of PQPL are 10.00 lakhs and 5.00 lakhs respectively.

A statement containing salient features of the financial statements in Form AOC-1, as required under Section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link https: / /www.poloqueen.com/pdf/revised-policy-on-material-subsidiary.pdf. As per this Policy, your Company does not have any material subsidiary.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 during the financial year were on an arm''s length basis and in the ordinary course of business.

The policy has been disclosed on the website of the Company at www.poloqueen.com. Web link for the same is https://www.poloaueen.com/pdf/policv-on-related-partv-transactions(2).pdf.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure 1 to this Annual Report.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as “Nomination and Remuneration Committee” has been constituted to comply with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 to recommend the Company''s policy on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, Independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance. The policy is also posted on the Company''s website at www.poloqueen.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no Guarantees or Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, during the financial year under review. The details of Loans have been disclosed in Note 38 to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company has earned Rs. Nil in foreign exchange and has spent Rs.105.42 Lakhs in Foreign Exchange during the accounting year ended 2022-23.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) In the preparation of the Annual Accounts, the

applicable standards had been followed along with proper explanation relating to material departure;

b) had selected such accounting policies and applied them consistently and made judgements 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 of the company for that period;

c) 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 prevention and detection of fraud and other irregularities;

d) had prepared the Annual Accounts on a going concern basis;

e) laid down that the internal financial controls were adequate and operating effectively;

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

DEPOSITS

Your Company has not accepted any deposits from the public during the year within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

LOAN FROM DIRECTORS

During the financial year, the Company has taken loan from Directors of the Company, and declaration in to that effect have been received and the details are as given below:

	Sr. No.	Name of Director	Loan Taken during the year	Balance as on 31/03/2023
	1.	Mr. Nandlal Sanghai	5,70,000	2,35,00,000
	2.	Mr. Rahul Sanghai	1,73,26,840	1,05,15,000
	3.	Mr. Prabhas Sanghai	15,45,393	1,25,00,000
	4.	Mr. Udit Sanghai	2,16,53,808	86,95,000

PARTICULARS OF EMPLOYEES

The Company has no employee in receipt of remuneration in excess of the limit prescribed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of employees required under Rule 5 of the aforesaid Rules, are attached as Annexure 2 to this Report.

VIGIL MECHANISM

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mis-management, if any, and conducting business with integrity, in accordance with all applicable laws and regulations. The summary of the policy has been disclosed on the website of the Company at www.poloqueen.com Weblink for the same is http://poloqueen.com/pdf/vigil-mechanism-policy.pdf.

AUDITORS

M/s. Kava & Associates, Chartered Accountant (Firm Registration No. 145721W) was appointed as Statutory Auditors of the Company from the conclusion of 38th Annual General Meeting held in the financial year 2022-23 till the conclusion of 43rd Annual General Meeting which to be held in the year 2027, which was approved by the Board of Directors of the Company on the recommendation of the Audit Committee (''the Committee'').

There is no qualifications, observations or remarks in the Auditor''s Report for the financial year ended 31st March, 2023.

AUDITORS'' REPORT

During the year under review, the Auditor has not reported any matter under section 143 (12) of the Companies Act, 2013 and therefore no default disclosed under section 134 (3) (ca) of the Act.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dipti Nagori, Practicing Company Secretary (C.P. No. 9917) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31st, 2023 is annexed herewith as ''Annexure - 3'' to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors or Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Directors'' Report.

ANNUALRETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.poloqueen.com.

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

THE DETAILS OF 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 ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.

SHARE CAPITAL

• Authorised Capital

The Authorised Capital of the Company is Rs. 1,13,00,00,000, comprising of 56,50,00,000 Equity Shares of Rs. 2/- each.

• Issued, Subscribed & Paid-Up Capital

The issued, subscribed and paid-up Share Capital as on March 31, 2023 was Rs. 67,15,00,000, comprising of 33,57,50,000 Equity Shares of the face value of Rs. 2 each, fully paid up.

POLICY ON SEXUAL HARASSMENT:

The Company has adopted Policy on Prevention of Sexual Harassment of Women at the Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2023, the Company has not received any complaints pertaining to sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of SEBI (LODR)

>

Regulations, 2015, a report on Management Discussion & Analysis Report forms part of the Annual Report.

CORPORATE GOVERNANCE:

A detailed report on Corporate Governance forms part of this Annual Report. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no Material Changes and Commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report.

GENERAL

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

ACKNOWLEDGEMENT

The Directors wish to take this opportunity to express their sincere thanks to the Company''s Bankers for their valuable support and the Shareholders for their confidence in the Company.

---

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting 34th Annual Report and the Audited Statement of Accounts of your Company for the year ended March 31, 2018.

FINANCIAL RESULTS :

The salient features of the Company’s working for the year under review are as under:

(Amount in Thousands)

Particulars	Standalone		Consolidated
	Year Ended 31.03.2018	Year Ended 31.03.2017	Year Ended 31.03.2018	Year Ended 31.03.2017
Sales and other Income	719,351.82	614,879.79	720,837.82	616,120.63
Profit /(Loss) before Interest and Depreciation	30,425.56	35,565.19	31,647.91	36,037.88
Less: Interest	14,946.04	16,545.34	14,946.04	16,545.34
Profit/(Loss) before Depreciation	15,479.52	19,019.85	16,701.87	19,492.54
Less: Depreciation	1,402.90	1,599.60	1,402.90	1,599.60
Profit/(Loss) Before Taxation	14,076.62	17,420.25	15,298.98	17,892.94
Less: Provision for Taxation (net)	4,478.71	6,133.43	4,776.46	6,384.56
Less: Tax Adjustment relating to prior years	-	-	-	-
Add: Deferred Tax	(286.88)	(242.01)	(332.78)	(138.73)
Net Profit/ ( Loss ) after Tax	9,311.03	11,044.81	10,189.73	11,369.64

Operations

During the year under review the Company has recorded receipts of Rs. 719,351,819/- as compared to Rs. 614,879,791/- in the previous year. The Net profit is Rs. 9,311,029/- as compared to Profit of Rs. 11,044,804/- in the previous year. The decrease in the Net Profit of the Company is due to one time expenditure incurred by the Company.

The Turnover of the Company has improved and with continued focus on broad basing of product base and expansion into second tier towns and rural markets should enable the Company to maintain profitable growth in the current economic scenario.

With growing opportunity in the field of FMCG sector, the Company’s enlarged portfolio of products will further enhance the sales turnover, with improved profitability. The rural promotion of FMCG products by the Company has received a positive response with network of distributors expanding further. The network of distribution is likely to be enhanced further with sustained promotions. This will help the Company to develop a healthy market share in the rural sector. The Company is exploring other platforms of marketing FMCG products through Modern Trade and online market place.

i The Company is also carrying out manufacturing and trading activities in chemicals and minerals and is hopeful of expanding its business in the coming year.

The Company is interacting with various entities for a Joint venture to develop the Data Center business at MIDC Dombivili and speciality chemicals business at MIDC Mahad with the help of professional consultants.

Dividend

With a view to conserving the resources of your company, your Directors have decided not to recommend Dividend for the year.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., March 31, 2018 and the date of the Directors’ Report.

Directorate

In accordance with the Act and the Articles of Association of your Company, Mr. Nandlal Sanghai and Mr. Rahul Kumar Sanghai retire by rotation and are eligible for re-appointment.

A brief profiles of the Directors liable to retire by rotation in accordance with Section 152 of the Companies Act, 2013 is annexed to the Notice.

Your approval for their re-appointments as Director has been sought in the Notice convening the AGM of your Company

Board Evaluation

The Board has carried out an annual performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees on parameters such as skills, knowledge, participation in meetings, contribution towards Corporate Governance practices, compliance with code of ethics etc.

The Independent Directors have carried out a performance evaluation of non-independent Directors, Chairman of the Board and Board as a whole with respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

Meetings

During the year five Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

Mr. Umesh Agarwal was reappointed as the Whole time Director of the Company for a period of three years with effect from April 1, 2017.

Declaration by Independent Directors

Necessary declarations have been obtained from all the Independent Directors under Section 149 (6) of the Companies Act, 2013 and regulations 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary, Joint Venture or Associate Companies

The Company does not have any Joint Venture or Associate Company. The details of the performance of the subsidiary companies are as follows:

i. Polo Queen Capital Limited (PQCL)

PQCL is a wholly owned subsidiary of the Company. It was incorporated on March 15, 2016 for the purpose of carrying on the business of Non-Banking Finance Company. The Company has received Certificate of Registration from the Reserve Bank of India dated September 22, 2017 for carrying on the business of Non-Banking Financial Institution without accepting public deposits. The Company has commenced its financial business with Net owned fund of Rs. 2,25,00,000.

ii. Polo Queen Solutions Limited (PQSL)

PQSL is a wholly owned subsidiary of the Company. The Company was incorporated on March 3, 2016. The Company has plans to set up Data Centre on the Plot admeasuring 4,960 Square meter in the name of the Holding Company at MIDC Dombivli, Maharashtra. The Company is looking for a Joint Venture with a Foreign Investor. The Company has appointed KPMG and Mindspring Advisors Private Limited who are being entrusted with the assignment to identify a suitable Joint Venture Partner.

iii. Polo Queen Pharma Trade Industry Limited (PQPL)

PQPL is a wholly owned subsidiary of the Company. It was incorporated on March 3, 2016. PQPL plans to set up a Pharma/Chemical plant/factory at a plot situated at MiDc, Mahad admeasuring 79,916 Square meter. The Company has already appointed KPMG as consultants to identify a suitable Joint Venture Partner.

A statement containing salient features of the Financial Statements in Form AOC-1, as required under Section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report. The Audited Financial Statements of each subsidiary company shall be kept open for inspection at the Registered Office of the Company on every working day of the Company between 10.00 a.m. to 12 noon up to the date of the forthcoming 34th Annual General Meeting.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company’s website which can be accessed using the link http://poloqueen.com/policies-and-codes.php. As per this Policy, your Company does not have any material subsidiary.

Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were on an arm’s length basis and were in the ordinary course of business.

The policy has been disclosed on the website of the Company at www.poloqueen.com. Web link for the same is http://poloqueen.com/policies-and-codes.php

There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence enclosing of form AOC 2 is not required. Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statements, you may refer to Related Party transactions in Note No. 39 of the Standalone Financial Statements.

Particulars of Loans, Guarantees or Investments

There were no Loans, Guarantees or Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, during the financial year.

Business Risk Management

The Company manages and monitors principal risks and uncertainties that can impact ability of the Company to achieve its targets/objectives. Timely reports are placed before the board for considering various risks involved in the Company business/operations. The Board evaluates these reports and necessary/corrective actions are them implemented.

A brief report on risk evaluation and management is provided under Management’s Discussion and Analysis Report forming part of this Annual Report.

Internal Financial Controls

The Company has in place, adequate systems and procedures for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company has not earned any foreign exchange but has spent Rs.7626544.72/- in Foreign Exchange during the accounting year ended 2017-18.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors’ Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that:

a) the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

b) the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year;

c) sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) the internal financial controls laid down in the Company were adequate and operating effectively;

f) the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

Share Registrar & Transfer Agent

The Company’s Registrar & Transfer Agents is Satellite Corporate Service Private Limited (SCSPL). SCSPL is a SEBI registered Registrar & Transfer Agent. The contact details of SCSPL are mentioned in the Report on Corporate Governance. Investors are requested to address their queries, if any to SCSPL; however, in case of difficulties, as always, they are welcome to contact the Company’s Compliance Officer, the contact particulars of which are contained in the Report on Corporate Governance.

Fixed Deposit

Your Company has not accepted any deposit from the public during the year within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Employees

The prescribed particulars of employees required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof is attached as Annexure I and forms a part of this Report of the Directors.

Vigil Mechanism

The Company has a Vigil Mechanism and WhistleBlower Policy to deal with instances of fraud and mismanagement, if any, and conducting business with integrity, including in accordance with all applicable laws and regulations. The summary of the policy has been disclosed on the website of the Company at www.poloqueen.com. Weblink for the same is http: / /poloqueen.com/pdf / vigil-mechanism-policy.pdf.

Auditors

At the 33rd Annual General Meeting held on September 28, 2017, the Members approved appointment of M/s. Gupta Raj & Co., Chartered Accountants (Firm Registration No.001687N) to hold office from the conclusion of the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting (subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 33rd Annual General Meeting) on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

On May 7, 2018, Section 40 of the Companies Amendment Act, 2017 (amending Section 139 of the Companies Act, 2013) has been notified whereby ratification of Statutory Auditor’s appointment is not required at every Annual General Meeting. Accordingly, resolution for ratification of appointment of Statutory Auditors is not proposed.

Auditors’ Report

The Auditors’ Report to the shareholders does not contain any reservation, qualification or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Grishma Khandwala, Practicing Company Secretary (C.P. No. 1500) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as 1 ‘Annexure - II’ to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure III.

General

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to the Company’s Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

Corporate Governance:

A detailed report on Corporate Governance forms part of this Annual Report. The Auditors’ Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

For and on behalf of the Board of Directors

N. L. SANGHAI DIRECTOR

RAHUL KUMAR SANGHAI DIRECTOR

PRABHAS SANGHAI DIRECTOR

UMESH AGARWAL WHOLETIME DIRECTOR

Place : Mumbai UDIT P. SANGHAI WHOLE-TIME DIRECTOR &

Date : May 21, 2018 CHIEF FINANCIAL OFFICER