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Directors Report of Paul Merchants Ltd.

Mar 31, 2023

The Directors have pleasure in presenting before you their 39^th Annual Report together with the Audited Financial Statements of the Company for the Financial year ended 31^st March, 2023.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial summary of the Company for the year under review, based on the standalone financial statements of the company, is given below for your consideration:-

PARTICULARS	2022-23	2021-22
	(Amount in Rs Lakhs)	(Amount in Rs Lakhs)
Gross Income	6,92,169.31	530,023.66
Profit Before Interest and Depreciation	3,733.07	3,001.94
Interest	65.32	15.16
Profit after Interest before Depreciation	3,667.75	2,986.78
Provision for Depreciation	171.87	184.71
Exceptional Items	0.00	64.23
Net Profit Before Tax	3,495.88	2,737.84
Provision for Tax	934.92	665.14
Deferred T ax	-37.44	33.68
Net Profit After Tax	2,598.40	2,039.02
Other Comprehensive Income/(Loss) (net of tax)	-17.76	-3.54
Total Comprehensive Income (net of tax)	2,580.64	2,035.48
Transferred to Reserves and Surplus	2,580.64	2,035.48
Reserves and Surplus	44931.97	42351.32
Proposed Dividend on Equity Shares	Nil	Nil

For further details, kindly refer to the Financial Statements and Management Discussion & Analysis Report annexed as Annexure D-3, which forms part of this report.

STATE OF COMPANYâS AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS IN TERMS OF SECTION 134 (3)(i) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5)(I) OF THE COMPANIES (ACCOUNTS) RULES, 2014

The Company operates principally in three business verticals Foreign Exchange, Tours & T ravels and International Money T ransfer. During the year under review, Gross revenue from Foreign Exchange Services stood at Rs. 6874.68 Crores, Service Charges on Foreign Exchange Services stood at Rs. 6.54 crores. In Tours & Travel Segment, Turnover from Hotel Bookings & Packages stood at Rs. 4.08 crores and Revenue from other activities in the said segment stood at Rs. 1.94 crores. Gross revenue from International Money Transfer stood at Rs. 35.28 Lakhs. Other operating revenues stood at Rs 12.16 Crores. The Profit before tax stood at Rs. 34.96 Crores and Profit after tax stood at Rs. 25.98 crores after adjusting for deferred Tax. For further details, kindly refer to the Financial Statements, Management Discussion & Analysis Report annexed as Annexure D-3.

ANNUAL RETURN

In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter to be referred to as Act) the Annual Return as referred to in sub section (3) of Section 92 is available on the weblink https://www.paulmerchants.net/paulmerchants/wp-

content/uploads/2023/08/MGT-7. pdf

NUMBER OF MEETINGS OF BOARD

The information in terms of Section 134(3)(b) of the Act is given below:-

During the Financial year 2022-23, 4 (Four) Board Meetings were held and 1 (One) Independent Directors meeting was held on 09-02-2023. The dates on which the Board Meetings were held are 12/05/2022, 10/08/2022, 14/11/2022 and 09/02/2023. Further details as required under Part C of Schedule V to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Corporate Governance Report, which is annexed as Annexure D-9, forming part of this Report.

DIRECTORSâ RESPONSIBILITY STATEMENT-

Pursuant to Section 134 (3) (c) read over with Section 134 (5) of the Companies Act, 2013, your 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 were 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, 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.

FRAUDS REPORTED BY AUDITORS

In terms of Section 134 (3)(ca) of the Act, there are no frauds reported by auditors under sub-section (12) of Section 143. Further, there are no frauds reported by auditors to the Central Government.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

It is hereby stated in terms of Section 134 (3)(d) of the Act, that all Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation 16(1)(b) and 25(8) of Listing Regulations. They have also given a declaration that their respective names have already been included in the data bank maintained by the Indian Institute of Corporate Affairs at Manesar and as such they are in compliance of sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMPs and other employees is attached as Annexure D-1 as Nomination and Remuneration Policy, which forms part of this report.

EXPLANATIONS OR COMMENTS BY THE BOARD IN TERMS OF SECTION 134(3)(f) ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:-

(i) by the Auditor in his report:-

M/s RAJIV GOEL & ASSOCIATES (Firm Regn. No. 011106N), Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company at the 36^th Annual General Meeting held on 29^th September, 2020 for a term of five consecutive years. The Auditorsâ Report being self-explanatory, requires no comments from the Directors. Further, there are no reservations, qualifications, disclaimers, adverse remarks or Modified opinion in the Audit Reports issued by them in respect of Standalone as well as Consolidated Financial Statements of the Company for the Financial Year 2022-23.

(ii) by the Company Secretary in practice in his Secretarial Audit Report:-

Mr. Anil Singh Negi, a Company Secretary in practice having CP no. 17213 and Membership no. 46547 was appointed by the Board of Directors as Secretarial Auditor of the Company for the financial year under review pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR-3 is annexed as Annexure D-2 and forms part of this report. In the said Secretarial Audit Report, the Secretarial Auditor has included the following commentcuring the audit period, BSE Limited has imposed penalty on the company for delay of one day in the filing of Statement of Related Party Transactions for the half year ended

31.03.2022.â

Your Directors wish to place on record that the company has duly paid the penalty imposed by BSE Ltd. Further, the Company has also filed an application/appeal for waiver of the said penalty with the Fine Waiver Committee of BSE Limited, inter alia, on below grounds: -

1. The SEBI LODR (6^th Amendment) Regulations, which mandated filing of Statement of Related Party Transactions in terms of regulation 23(9) was effective from

01.04.2022, whereas the Statement in question was filed by the Company in respect of transactions pertaining to the period prior to 01.04.2022. The position had been made more clear by BSE vide its Guidance Note issued by it on 25-04-2022, whereby vide answer to query no. 4, it made abundantly clear that Definitions/Provisions that are specifically mentioned to be effective from

01.04.2022, shall be applicable on transactions undertaken from 01.04.2022 onwards.

2. The Exchange has taken the due date as 15 days from the date of Board Meeting, which is not as per the language of the Regulation, which prescribes the due date to be 15 days from the date of publication. It is important to note here that the word

''publication'' has been used in the Listing Regulations as specifically referring to publication of the Financial Results in Newspapers and as such, there is no reason to interpret the word ''publication'' to refer to Board Meeting date.

3. Language of Sub regulation 6 of Regulation 23 also makes it clear that the said amendment could not be applicable to the transactions pertaining to the period, prior to its effective date, when it reads as "The provisions of this regulation shall be applicable to all prospective transactionsâ.

The said appeal filed by the Company is still pending with BSE Ltd.

There are no other qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditor in the Report issued by him for the financial year 2022-23 which call for any explanation from the Board of Directors.

Further, there is one material unlisted subsidiary of the Company M/s Paul Merchants Finance (Pvt) Limited during the Financial Year under review. As such, Secretarial Audit Report of the said material unlisted subsidiary has also been annexed to this Report as Annexure D-2A as required under Regulation 24A of Listing Regulations. There are no qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditor in the Report issued by him for the financial year 2022-23 which call for any explanation from the Board of Directors.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Act, particulars of Loans, Guarantees, Securities and Investments under Section 186 of the Act made during the Financial Year 2022-23 are attached as Annexure D-4 which forms part of this report. Further reference in this regard can be made to Note 2, 6, 9, 10, 37, 38 and 41 to the Financial Statements for further details.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Act read over with Rule 8(2) of the Companies (Accounts) Rules, 2014, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year were on an armâs length basis and in the ordinary course of business. In the opinion of the Board, these transactions were justified to be executed because all the transactions had been entered into in the ordinary course of business of the Company in the furtherance of the business objectives. All the said transactions were done with prior approval of the Audit Committee and the Board as applicable. The transactions entered into pursuant to the omnibus approval of the Audit Committee were also placed regularly before the Audit Committee for its review. All the said transactions do not attract the provisions of Section 188 of the Companies Act, 2013 and as such, though not required under the said Section,

the details of these transactions have been given in Form AOC-2 on voluntary basis, annexed as Annexure D-5, which forms part of this report. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has also filed the reports on related party transactions with the Stock Exchange BSE Ltd.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered âmaterialâ according to the policy of the Company on Materiality of Related Party Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 41 of the Financial Statements for further details, forming part of this Annual Report.

Details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are NIL, as there is no such entity. Further, the details of transactions with persons belonging to the promoter/promoter group who hold(s) more than 10% shareholding in the Company, have been included in form AOC-2, annexed as Annexure D-5 to this Report.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2023/08/Determination-of-Materiality.pdf

RESERVES:-

Entire amount of Net Profit of Rs. 25,98,40,451/- and Other Comprehensive loss of Rs. 17,76,048/- for the year has been transferred to the Reserves under the head "Other Equityâ in the Balance Sheet. No amount has been transferred or proposed to be transferred to any other reserves.

DIVIDEND:-

Your Directors have decided to reinvest the earnings in the growth of business and for this reason, have decided to not to recommend any amount for declaration of Dividend for the year under review. Hence, information required in terms of Section 134(3)(k) of the Act is Nil. The provisions regarding formulation of Dividend Distribution Policy were not applicable to the company during the FY 2022-23.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year 2022-23, to which the

Financial Statements relate and date of this Report. Hence, information as required in terms of Section 134(3)(l) of the Act is Nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information in terms of Section 134(3)(m) of the Act read over with Rule 8(3) of Companies (Accounts) Rules, 2014 has been given as per Annexure D-6, annexed to this Report.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY IN TERMS OF SECTION 134(3)(n) OF THE ACT

The Company has in place a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company and also the comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically as per the Risk Management Policy of the Company, framed in terms of the Companies Act, 2013 and Regulation 17(9)(b) of the Listing Regulations. The Board oversees the preparation of Risk Management Policy, reviews and monitors the same on regular basis and ensures to identify and review critical risks on regular basis, to update the Risk management policy on regular basis, to review key changes in critical risks and to issue instructions on the same to the Management and the Risk Management Committee on an ongoing basis and such other functions as it deems fit. The Company has formulated Risk Management Policy which provides an overview of the principles of risk management, explains the approach adopted by the Company for risk management, defines the organizational structure for effective risk management, develops a "riskâ culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions, identify, assess, manage and mitigate existing and new risks including the elements of risk that may threaten the existence of the Company, in a planned and co-ordinated manner with minimum disruption and cost, to protect and preserve Companyâs human, physical and financial assets. Though not covered under Regulation 21(5) of Listing Regulations, during the year under review the Company has constituted a Risk Management Committee, comprising Members of the Board and Senior Management Team of the Company as its members. This Committee monitors and reviews the risk management plan apart from performing other functions as specified by the Board of Directors. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. Further, the Company identifies risks and control systems are instituted to ensure that the risks in each business process are minimized/mitigated. The Board provides oversight and reviews the Risk Management Policy periodically.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION 134(3)(o) OF THE ACT:-

The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year under review in the form of CSR Policy is available on the website of the Company at https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/07/CSR-Policy.pdf

During the year 2022-23, the Company has undertaken various Corporate Social Responsibility initiatives in accordance with the CSR Policy of the Company and Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities undertaken by the Company during the year under review is furnished in Annexure D-7, which forms part of this report. Further, in terms of Section 135 of the Companies Act, 2013, the Company has a duly constituted CSR Committee of the Board and the said Committee had following composition as on March 31,2023:-

1	Sh. Sat Paul Bansal	Non Executive Non Independent Director, Chairman
2	Sh. Rajneesh Bansal	Managing Director, Member
3	Sh. Vigyan Prakash Arora	Non Executive Independent Director, Member
4	Sh. Hardam Singh	Company Secretary, Secretary to the Committee

Other details of the CSR Committee and CSR Policy is furnished in the Report on Corporate Governance, which is annexed as Annexure D-9 to this report.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN MADE IN TERMS OF SECTION 134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014:-

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has put in place a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of Directors of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

(i) The Frequency of Meetings

(ii) Quantum of Agenda

(iii) Administration of Meetings

(iv) Flow and quantity of Information from the Management to the Board (vi) Overall performance of the Company

b. Criteria for evaluation of the Board Committees:

(i) The Frequency of Meetings

(ii) Quantum of Agenda

(iii) Administration of Meetings

(iv) Flow and quantity of Information from the Management to the Committee

(v) Role of Committees.

(vi) Contribution to the decision making process of the Board.

c. Criteria for evaluation of the Individual Directors including Independent Directors;

(i) Experience and ability to contribute to the decision making process

(ii) Problem solving approach and guidance to the Management

(iii) Attendance and Participation in the Meetings

(iv) Personal competencies as per Chart given in the Nomination and Remuneration Policy and contribution to strategy formulation

(v) Contribution towards statutory compliances, monitoring of controls and Corporate Governance

(vi) The evaluation of independent directors shall be done by the entire board of directors which shall include:-

(a) Performance of the directors; and

(b) fulfillment of the independence criteria as specified in the Companies Act, 2013 and Listing Regulations and their independence from the management:

Provided that in the above evaluation, the directors who are subject to evaluation shall not participate

The performance evaluation of all the Independent Directors shall be done by the entire Board and while doing so, the Director subject to evaluation shall not participate. On the basis of performance evaluation done by the Board, it will be determined whether to extend or continue their term of appointment, whenever their respective term expires.

Accordingly, the annual performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors has been carried by the Board in its Meeting held on 23-05-2023 in terms of the provisions of Section 134 (3) (p) of the Companies Act, 2013 read over with Rule 8(4) of Companies (Accounts) Rules, 2014 and also in terms of Regulation 17(10) of the Listing Regulations as per above criteria and the Board expresses its satisfaction over the performance of the Board of the Company, its Committees and Individual Directors, including Independent Directors. The performance evaluation of all the Independent Directors have been done by the entire Board and while doing so, the Director subject to evaluation had not participated. On the basis of performance evaluation done by the Board, it is determined whether to extend or continue their term of appointment, whenever their respective term expires.

The Independent Directors had met separately on 09-02-2023 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance, performance of the entire Board of the Company as a whole and all its Committees in its meeting held on 12-05-2023.

The Directors express their satisfaction over the evaluation process.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR UNDER REVIEW

The information in terms of Rule 8 (1) of Companies (Accounts) Rules is given below:-

The Company has two Wholly Owned Subsidiaries namely:-

a. Paul Merchants Finance (Pvt) Ltd., which is engaged in the business of Gold Loans, Business/personal loans, distribution of Insurance products and PPI Instruments.

b. PML Realtors (Pvt) Ltd., which is engaged in buying and selling of Real Estate Properties.

The Company had one Joint Venture (JV) Company in the name of M/s Horizon Remit Sdn. Bhd. Malaysia. The Company was holding 19.424% equity stake in the said Joint Venture Company. Delphi World Money Limited (Formerly known as EbixCash World Money India Limited and earlier as Weizmann Forex Ltd. (CIN L65990MH1985PLC037697) holding 19.424% equity stake, Transcorp Enterprises Limited (CIN U65922RJ1995PLC010050) holding 20% equity stake and Western Union Processing Limited, an Irish Limited Liability Company holding 40% equity stake were the other partners in the said Joint Venture Company. The Company along with other shareholders except Delphi World Money Limited, had executed a Share Purchase Agreement with Al Jadeed Investment International, Muscat, Sultanate of Oman for sale their stake in the said JV Company and as such, the Company has already transferred its stake in the said JV to the said purchaser on 25-11-2022. The investment in the Joint Venture had already been written down to Rs. Nil as of 01.04.2022 and during the financial year 2022-23, no further share in loss/profit of the JV has been included in the consolidated financial statements as per applicable IND-AS. Further, as per the terms of

the sale, the earlier shareholders of the JV including the company were to ensure that there was no outstanding non-current liability in the books of the JV on the date of transfer to the buyer. In accordance with such terms, company was obligated to contribute a total of USD 121200 towards its stake. As such, company had instructed the buyer to transfer companyâs share of sale proceeds of USD 34380 (Rs. 25,56,497/-) directly to the creditor of the JV while balance USD 86820 was to be discharged separately by the company. The balance USD 86820, the company has already been recognized an equivalent current liability of Rs. 71,80,014/- in the Financial Statements of the Company for the FY 2022-23.

During the FY 2022-23, the Subsidiary Company Paul Merchants Finance (P) Ltd. achieved gross revenue of Rs. 1,10,97,62,198.99 as against previous year figures of Rs. 84,78,42,554.08, registering a growth of 30.89% over previous year. Further, the said Subsidiary Company achieved a Net profit after Tax of Rs. 18,94,45,155.64/- as against the previous year figures of Rs. 20,97,64,397.50/-.

During the FY 2022-23, the Subsidiary Company PML Realtors (P) Ltd., achieved gross revenue of Rs. 1,43,18,911.34/- as against previous year gross revenue of Rs 60,85,163.42/-. Further, the said Subsidiary Company achieved Net Profit after Tax of Rs. 46,44,825.40 as against previous year figures of Rs. 20,99,412.23/- registering a growth of 121.24% over previous year.

During the FY 2022-23 till 07.09.2022, the Joint Venture (JV) LLP M/s Paul Innovations LLP achieved gross revenue of Rs. 34,00,000/- as against previous year gross revenue of Rs. NIL. Further, the said JV earned net profit of Rs. 1,14,994/- as against previous yearâs loss of Rs. 282,647/-. Paul Innovations LLP has been considered to be Joint Venture of the Company within the meaning of the IND AS till 07.09.2022 as the Company has withdrawn its entire stake in the said Joint Venture with effect from the said date and therefore the financial information of the said Joint Venture has only been consolidated upto the said and not thereafter.

On a consolidated basis, the revenue from operations for FY 2022-23 was Rs. 7010.90 crore registering growth by 30.68% over the previous yearâs revenue of Rs. 5365.03 crore. The consolidated profit after tax (PAT) attributable to shareholders and noncontrolling interests for fY 2022-23 was Rs. 44.01 Crore as against the previous year figures of Rs. 40.17 Crore, registering a growth of 9.56%. The contribution by each Subsidiary/JV to the overall performance of the company during the period under report is detailed below:-

Name of the Company	Share in profit or loss for the year ending 31st March 2023		Share in profit or loss for the year ending 31st March 2022
Name of the Company	as %age of consolidated profit or loss	Amount (Rs in Lakhs)	as %age of consolidated profit or loss	Amount (Rs in Lakhs)
Paul Merchants Limited	57.22%	2598.40	49.05%	2039.02
Subsidiary Companies:-
Paul Merchants Finance Private Limited	41.72%	1894.45	50.46%	2097.64
PML Realtors Private Limited	1.02%	46.45	0.51%	20.99
Joint Venture (Investment as per Equity Method):-
M/s Horizon Remit BHD. SDN., Malaysia	Nil	Nil	Nil	Nil
Paul Tech Park LLP	Nil	Nil	0.01%	0.46
Paul Innovations LLP	0.03%	1.44	-0.03%	-1.41
TOTAL		4540.74		4156.70
Adjustments arising out of consolidation	Nil	-139.58	Nil	-139.58
TOTAL		4401.17		4017.13

Report on the performance and Financial position of the Subsidiary Companies and Joint Venture Company in the specified format AOC-1 is annexed to the Directorsâ Report as Annexure D-12.

CHANGE IN THE NATURE OF COMPANYâS BUSINESS

There is no change in the nature of Companyâs business, during the year under review. Hence, information required in terms of Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is nil.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR, IN TERMS OF RULE 8(5)(iii) OF THE COMPANIES (ACCOUNTS) RULES, 2014

DIRECTORS

Smt Sarita Rani Bansal (DIN 00094504), who was liable to retire by rotation, was reappointed as Director by the Shareholders in their Annual General Meeting held on 2909-2022.

Sh. Sat Paul Bansal (DIN: 00077499), who was liable to retire by rotation, was reappointed as Director by the Shareholders in their Annual General Meeting held on 2909-2022.

Sh. Dharam Pal Sharma (DIN 07284332) resigned from his position of Whole Time Designated Director w.e.f. 10/08/2022. Later, he was appointed as Chief Compliance Officer of the Company w.e.f. 11/08/2022.

Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Ritesh Vaid (DIN 09433856), Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Brief Resume and other details relating to the Director who is proposed to be reappointed on retirement by rotation in the ensuing Annual General Meeting of the Company, as required to be disclosed under Regulation 36 of the Listing Regulations and as per Secretarial Standards-2, forms part of the Notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on 31.03.2023 are as follows:-

Sh. Rajneesh Bansal	Managing Director
Sh. Rajesh Garg	Chief Financial Officer
Sh. Hardam Singh	Company Secretary

There was no change (appointment or cessation) in the office of KMPs during the year under review.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR. IN TERMS OF RULE 8(5)(iiia) OF THE COMPANIES (ACCOUNTS) RULES. 2014

There was no appointment of any Independent Director in the Company during the year under review.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW:-

The information as required in terms of Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014 is as under:-

No Company has become or ceased to be Companyâs Subsidiary or Associate during the year under review.

W.e.f. 07-09-2022 the Company has withdrawn its share from M/s Paul Innovations LLP, which was considered to be a Joint Venture of the Company in terms of Ind AS 110. As such, the said LLP ceased to be the Joint Venture of the Company with effect from the said date.

W.e.f. 25-11-2022, the Company has disinvested its entire stake in the Joint Venture Company namely M/s Horizon Remit Sdn. Bhd., Malaysia and as such, the said Entity ceased to be Joint Venture of the Company with effect from the said date.

No Company has become to be Companyâs Joint Venture during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year under review in terms of Chapter V of the Companies Act, 2013. As such information in this regard and about deposits which are not in compliance with the requirements of Chapter V of the Act, is nil. This information is in terms of Rule 8 (5) (v) and Rule 8 (5) (vi) of Companies (Accounts) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future. As such, the information in terms of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014 is nil.

DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY WITH REFERENCE TO THE FINANCIAL STATEMENTS, IN TERMS OF RULE 8 (5) (viM) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Your Company has in place sound internal financial control systems to ensure that all assets are protected against loss from any unauthorised use and all transactions are recorded and reported correctly. According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected, that the transactions are authorised, recorded and reported correctly, that the business of the Company is conducted in an orderly and efficient manner, that frauds and errors are prevented and detected, that the accuracy and completeness of the accounting records is established and that reliable financial information is prepared in a timely manner. The Companyâs internal financial control system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOPs) and compliance with SEBI (Prevention of Insider Trading) Regulations. The compliance is ensured by in-house Internal Audit Division, supplemented by Concurrent and Statutory Audit. The Internal Auditors independently evaluate the adequacy of internal controls and regularly audit the transactions. Independence of the audit and compliance is ensured by regular supervision by the Audit Committee over Internal Audit findings. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board on Quarterly basis. Auditorâs Independence, performance and effectiveness of audit process is also reviewed by the Audit Committee.

The Internal Financial Control systems in place in the Company have been reviewed by the Audit Committee in its meeting held on 22-05-2023 and by the Board of Directors of the Company in their meeting held on 23-05-2023 and have satisfied themselves that the Internal Financial Control systems in place in the Company are adequate.

DISCLOSURE AS TO COST AUDIT AND COST RECORDS

Maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not required by the Company and as such the Cost Audit is also not applicable to the Company. This disclosure is pursuant to Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors do hereby state in terms of Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 (14 of 2013) and has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaint of harassment.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

There are no applications or proceedings under Insolvency and Bankruptcy Code, 2016 in relation to the Company and therefore, information as required under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014 for the year under review is Nil.

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 one time settlement with any Bank or Financial Institution by the Company during the year under review and as such, information required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 is Nil.

DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Annual Report of the Company contains a Declaration by the Managing Director in terms of Para D of Schedule V to the Listing Regulations on the declarations received from the Directors and the Senior Management personnel affirming compliance with the Code applicable to them during the year ended March 31, 2023. This Declaration has been given as Annexure D-8 to this Report.

REVIEW OF LEGAL COMPLIANCE REPORTS

During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the Management.

MAXIMUM TENURE OF INDEPENDENT DIRECTORS

The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and Regulation 25(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The maximum tenure in one term of appointment of an Independent Director does not exceed 5 years and for two terms put together does not exceed 10 years in the Company.

SHARE CAPITALa. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year under review.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares or Employee Stock Options during the year under review.

The Authorized Equity Share Capital of the Company as on 31^st March, 2023 was Rs. 2,00,00,000/- (Rupees Two Crores Only) and paid up Equity share capital was Rs. 1,02,80,000/- (Rupees One Crore Two Lakhs Eighty Thousand Only).

Further there was no buy back of its own shares by the Company and there was no other change in the share Capital of the Company during the year under review.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no other events to be reported under this head.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and is in compliance with the Corporate Governance Regulations as laid out in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required under Regulation 34 (3) read with Part C of Schedule V to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is annexed herewith as Annexure -D-9 and forms a part of this Report.

A Compliance Certificate from Mr. Kanwaljit Singh Thanewal, a Company Secretary in practice having CP no. 5870, confirming compliance with the conditions of Corporate Governance by the Company is also annexed to this Report as Annexure -D-10 as required under Part E of Schedule V to the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company because the Company is not among top 1000 listed entities based on market capitalization as on 31 -03-2023.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as Annexure D-3, forming part of this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D-11 which forms part of this report.

DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

A sum of Rs. 1,10,00,000/- (Rupees One Crore Ten Lakhs Only) has been paid to Mr. Rajneesh Bansal, Managing Director of the Company, as commission for the Financial Year 2022-23 on the decision and recommendation of the Nomination and Remuneration Committee of the Company.

Further, no managing or whole-time director of the company, who is in receipt of Commission from the Company Paul Merchants Limited is receiving any remuneration or commission from any subsidiary company of Paul Merchants Limited and the Company has no holding company. As such, information required in terms of Section as 197(14) of the Companies Act, 2013 is NIL.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements of Paul Merchants Limited consolidating the financials of its Wholly Owned Subsidiary Companies Paul Merchants Finance (Pvt) Ltd and PML Realtors (Pvt) Ltd., the Joint Venture Company M/s Horizon Remit Sdn. Bhd., Malaysia as required by Section 129(3) of the Companies Act, 2013 (Act) and Listing Regulations. The investment in the Joint Venture Horizon Remit Sdn. Bhd., Malaysia had already been written down to Rs. Nil as of 01.04.2022 and during the financial year 2022-23, no further share in loss/profit of the JV has been included in the consolidated financial statements as per applicable IND-AS. Further, the consolidation of Financial Statements has also been done with M/s Paul Innovations LLP, considered to be a Joint Venture in terms of Ind AS 110 for the Financial Year 2022-23. The Company has withdrawn its share from the said LLP w.e.f. 07-09-2022 and therefore the financial information of the said Joint Venture has only been consolidated upto the date of transfer of its stake and not thereafter. The said Consolidated Financial Statements are prepared in accordance with the applicable Indian Accounting Standards.

INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements for the Financial Year 2022-23 and corresponding figures for the Financial Year 2021-22 comply in all material aspects with Indian

Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Audit Committee of the Board is duly constituted. The Audit Committee as on March 31, 2023 comprises of the following Independent Directors:-

Shri. Vigyan Prakash Arora	Non Executive Independent Director, Chairman
Shri Dilbag Singh Sidhu	Non Executive Independent Director, Member
Shri Ajay Arora	Non Executive Independent Director, Member
Sh. Hardam Singh	Company Secretary, Secretary to the Committee

Details of the Audit Committee have been given separately in the Corporate Governance report, which is annexed herewith as Annexure D-9. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committee of the Board is duly constituted. As on March 31, 2023 the Committee comprised of the following Directors:-

Sh. Dilbag Singh Sidhu	Non Executive Independent Director, Chairman
Sh. Inder Sain Negi	Non Executive Independent Director, Member
Shri. Vigyan Prakash Arora	Non Executive Independent Director, Member
Sh. Hardam Singh	Company Secretary, Secretary to the Committee

The details of Remuneration Policy and further details of this Committee are furnished in the Report on Corporate Governance, which is annexed as Annexure D-9 to this report.

In terms of Regulation 20 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 178 (5) of the Companies Act, 2013, the Stakeholders Relationship Committee of the Board is duly constituted. As on March 31, 2023 the Committee comprised of the following Directors:-

Sh. Vigyan Prakash Arora	Non Executive Independent Director, Chairman
Sh. Rajneesh Bansal	Managing Director, Member
Sh. Sat Paul Bansal	Non Executive Non Independent Director, Member
Sh. Hardam Singh	Company Secretary, Secretary to the Committee

Other details of the Committee have been given separately in the Corporate Governance report, which is annexed herewith as Annexure D-9.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year under review. The Shares of the Company are listed and traded at BSE Ltd under scrip code 539113.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 4 (2) (d) and Regulation 22 of Listing Regulations. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is appended to this Report as Annexure D-9. The Vigil Mechanism cum Whistle Blower Policy is also available on the Companyâs website under weblink https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2021/08/Vigil-Mechanism-policy-07-02-2019.pdf

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Executive Committee, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Further, though not covered under Regulation 21(5) of Listing Regulations, the Company has constituted a Risk Management Committee, comprising Members of the Board and Senior Management Team of the Company as its members. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

HUMAN RESOURCES DEVELOPMENT

The Company continuously explores new systems, processes and approaches to keep the human resources relevant in an ever evolving technology landscape. The Company continues to invest in leadership development programs at all levels to grow the workers into managers to support Companyâs long term plans for growth and expansion. The Company has always believed that the people form the foundation of its success and continued growth. In all pursuits of the Company, the Human resources are treated as one of the key strengths playing a critical role in every walk of Companyâs business. It will be a proud statement to make that the work force of the Company is a strategic business partner aligned with the business requirements of the Company. In the wake of ever rising quality demands of the customer coupled with Companyâs long term vision to expand exponentially in the coming years, it has become imperative to build a proactive, smart and energized work force. At the Company, it has always been an endeavor to align the work force of the Company with the cultural set up of the Organization and safety and welfare of the people has always been Companyâs top priority. The Company has a dynamic and robust performance evaluation system in place through which personal growth objectives of the employees are aligned with the organizational long term objectives so that people grow with the Company. As on 31-03-2023, the Company has 393 people on its rolls.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads along with the report of the Company Secretary under Section 205 of the Companies Act, 2013 are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws. In addition, the Internal Audit and Concurrent Audit helps the Company gauge its levels of Compliance on ongoing basis and to take corrective steps, wherever needed.

COMPLIANCE WITH LISTING REGULATIONS-

The equity shares of the company are listed on BSE Ltd (BSE). The Company has in place the following Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

1. âPolicy for Preservation of Documentsâ under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. âArchival Policyâ under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The web link of âArchival Policyâ is https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2022/08/POLICY-ON-ARCHIVAL-OF-RECORDS.pdf

3. âPolicy on Criteria for determining Materiality of events/informationâ under Regulation

30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The web link of the âPolicy on determining of Materialityâ is

https://www.paulmerchants.net/paulmerchants/wp-content/uploads/2023/08/Determination-of-Materiality.pdf

The company has already paid listing fees for the Financial Year 2023-24 to BSE Ltd. and has also paid the Annual Custodial fee for the Financial Year 2023-24 to the Depositories. The said Fees for the Financial Year 2022-23 were also paid duly within time.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

INSIDER TRADING:

The Board of Directors of the Company have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Company www.paulmerchants.net. Further, the Board has also adopted the Code Of Conduct To Regulate, Monitor And Report Of Trading By Designated Persons and Their Immediate Relatives in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Code of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The said codes were duly adhered to during the year under review.

CEO/CFO CERTIFICATION

Managing Director and Mr. Rajesh Garg, Chief Financial Officer (CFO), have issued a certificate as per the said Regulation for the year ended March 31,2023. As the Company has no post of Chief Executive Officer (CEO), the said Certificate has been issued and signed by the Managing Director along with CFO of the Company. The said certificate forms an integral part of this Report, annexed as Annexure D-13. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors of the Company.

DEMATERIALIZATION OF SHARES

The Companyâs equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. 99.48% of the issued shares of the Company are already in dematerialized form as on 31-032023 and 100% issued shares of the Company are in dematerialized form as on the date of this report. M/s Alankit Assignments Limited, New Delhi is acting as the Registrar and Share Transfer Agents for this purpose and acts as common agency and all activities in relation to share transfer facility are maintained by them in terms of Regulation 7 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (âIEPFâ). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. Your Company did not have any funds lying unpaid or unclaimed for a period of seven years as on 31-03-2023. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

The Company had declared dividend for the FY 2019-20 and there is some amount of dividend lying unpaid as on 31.03.2023. Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company shall make requisite compliances for the said unpaid dividend at the appropriate time.

FINANCIAL STATEMENTS

Annual Report 2022-23 of the Company containing Standalone as well as Consolidated Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act,

2013, Directorsâ Report (including Management Discussion and Analysis Report and Corporate Governance Report) is being sent via email to all shareholders who have registered their email address(es) with the Depositories/Company. Full version of Annual Report 2022-23 is also available for inspection at the Registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It shall also be available at the Company''s website www.paulmerchants.net, on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) www.evotingindia.com. The Notice of the AGM shall also be available at the website of CDSL www.evotingindia.com.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, BSE Ltd., Bankers, Government Agencies and Employees of the company for their continued support & co-operation.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting before you their 34^th Annual Report together with the Audited Financial Statements of the Company for the Financial year ended 31^st March, 2018.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS	2017-18 (Amount in Rs.)	2016-17 * (Amount in Rs.)
Gross Income	4550,37,58,539	2896,47,37,066
Profit Before Interest and Depreciation	24,90,91,212	14,28,48,780
Interest	92,81,049	1,24,24,996
Gross Profit	23,98,10,162	13,04,23,784
Provision for Depreciation	3,33,02,366	2,90,50,590
Exceptional Items	-	26,66,099
Net Profit Before Tax	20,65,07,796	10,13,73,194
Provision for Tax	5,59,39,211	3,50,53,489
Deferred Tax	45,89,537	21,58,945
Net Profit After Tax	14,59,79,048	6,41,60,760
PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS	198,49,10,758	6,28,50,358
Other Comprehensive Income (net of tax)	-5,37,462	-25,00,101
Total Comprehensive Income (net of tax) (Transferred to Reserves and Surplus)	213,03,52,344	12,45,11,017
Balance of Surplus brought forward	150,24,51,611	137,79,40,594
Reserves and Surplus	363,28,03,955	150,24,51,611
Proposed Dividend on Equity Shares	Nil	Nil

Note: * The financials for FY 2016-17 have been regrouped, wherever necessary, to make it comparable with operational results from continued business in current financial year 2017-18.

STATE OF COMPANYâS AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

The Company operates principally in three business verticals Foreign Exchange, International Money Transfer and Tours & Travels. During the year under review, Gross revenue from International Money Transfer activities stood at Rs. 52.39 Crores, from Foreign Exchange Services stood at Rs. 4486.49 Crores and from Tours & Travel Segment stood at Rs. 44.27 Crores. The Profit before tax stood at Rs. 20.66 Crores and Profit after tax stood at Rs.14.60 crores from continued operations. Profit before Tax from discontinued operations stood at Rs. 258.26 crores and Profit after Tax from discontinued operations stood at Rs. 198.50 crores /-. For further details, kindly refer to the Financial Statements, Management Discussion & Analysis Report Annexure D-3 and Corporate Governance Report Annexure D-10 which forms part of this report.

Further, during the year under review, the Company has sold its International Inward Money Transfer Business in India (MTSS Business) to M/s You First Money Express Private Limited (which is now known as Ebix Money Express Private Limited (CIN U65100MH2013PTC246789), a company incorporated under the Companies Act, 1956 and having its registered office at C 307 -310, Mittal Commercial, Marol, Andheri East, Mumbai - 400059, as a Going Concern, together with assets and liabilities pertaining to the said business on a Slump Sale basis as defined under Section 2(42C) of the Indian Income Tax Act, 1961, for a consideration of Rs. 262,77,00,000/- (Rupees Two Hundred Sixty Two Crores Seventy Seven Lacs Only), subject to some adjustments as per the Business Transfer Agreement executed with the said buyer Entity. As a matter of fact, after some adjustments on closing date, the sale consideration came to Rs. 263,00,10,000/- (Rupees Two Hundred Sixty Three Crores Ten Thousand Only).

DIVIDEND :-

Your Directors have decided to reinvest the earnings in the growth of business and for this reason, have decided to not to recommend any amount for declaration of Dividend for the year under review.

RESERVES:-

Entire amount of Net Profit of Rs. 213,08,89,806/- which includes Net Profit of Rs. 198,49,10,758/from discontinued MTSS Operations has been transferred to the Free Reserves under the head âOther Equityâ in the Balance Sheet. No amount has been transferred or proposed to be transferred to any other reserves.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajneesh Bansal (DIN 00077230) and Mr. Dharam Pal Sharma (DIN 07284332), Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Board of Directors of the Company had increased the remuneration of Mr. Dharam Pal Sharma (DIN 07284332) w.e.f. 01-04-2018, subject to approval of Members in the ensuing Annual General Meeting.

Further, Board of Directors of the Company had approved the remuneration of Mr. Sat Paul Bansal (DIN 00077499), Chairman cum Managing Director and Mr. Rajneesh Bansal (DIN 00077230), Executive Director subject to approval of Members in the ensuing Annual General Meeting.

The Brief Resumes and other details relating to the Directors who are proposed to be appointed/reappointed and whose remuneration is being fixed/varied, as required to be disclosed under Regulation 36 of the SEBI (LODR) Regulations, 2015, and Secretarial Standards form part of the Notice of Annual General Meeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 read over with Regulation 25 of SEBI (LODR) Regulations, 2015.

DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Annual Report of the Company contains a certificate by the Managing Director in terms of Para D of Schedule V to the SEBI (LODR) Regulations, 2015 on the declarations received from the Directors and the Senior Management personnel affirming compliance with the Code applicable to them during the year ended March 31, 2018

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sh. Sat Paul Bansal	Chairman cum Managing Director
Sh. Tilak Raj Khepar	Chief Financial Officer
Sh. Hardam Singh	Company Secretary

There was no change (appointment or cessation) in the office of any KMPs during the year under review.

SHARE CAPITAL

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year under review.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares or Employee Stock Options during the year under review.

The paid up equity share capital as on 31^st March 2018 was Rs. 1,02,80,000/- and Authorized Share Capital was Rs. 2,00,00,000/-.

Further there was no buy back of its own shares by the Company and there was no other change in the share Capital of the Company during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Directors do hereby state that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 (14 of 2013) and has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaint of harassment.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company, to which the Financial Statements relate and date of this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

During the year under review, the Company has sold its International Inward Money Transfer Business in India (MTSS Business) to M/s You First Money Express Private Limited (which is now known as Ebix Money Express Private Limited (CIN U65100MH2013PTC246789), a company incorporated under the Companies Act, 1956 and having its registered office at C 307 - 310, Mittal Commercial, Marol, Andheri East, Mumbai - 400059, as a Going Concern, together with assets and liabilities pertaining to the said business on a Slump Sale basis as defined under Section 2(42C) of the Indian Income Tax Act, 1961. On the request of Ebix with a view to ensure continuity of operations, the Company had been carrying on MTSS business on behalf of Ebix and the Company has stopped doing MTSS business on behalf of Ebix w.e.f. midnight of 21^st May, 2018. After closure of the said transactions, the Company has been offering the MTSS services to the general public as a sub agent of Ebix Money Express Private Limited.

After the close of the Financial Year 2017-18, the Company has further increased its equity stake in its subsidiary Company Paul Fincap (P) Ltd. (which is now known as Paul Merchants Finance (P) Ltd) and total stake of the Company in that subsidiary stands at 88.96% on the date of this report.

After the close of the Financial Year 2017-18, the Company has further increased its equity stake in its subsidiary Company PML Realtors (P) Ltd and total stake of the Company in that subsidiary stands at 100% on the date of this report.

There are no other events to be reported under this head.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that following change happened during the year under review:-

Further, during the year the Company acquired Equity Stake in its Group Company Paul Fincap (P) Ltd (which is now known as Paul Merchants Finance (P) Ltd) to the extent of 77.94% % and accordingly, the said Company became Subsidiary of the Company. After the close of the Financial Year 2017-18, the Company has further acquired equity stake in the said Company and total stake of the Company in that subsidiary stands at 88.96% now.

Further, during the year the Company subscribed to Equity Stake in the Company PML Realtors (P) Ltd. to the extent of 97 % and accordingly, the said Company also became Subsidiary of the Company. On 06-04-2018, the Company acquired balance 3% equity Stake also and as such, the said Company became wholly owned Subsidiary of the Company.

There have not been any other changes during the Financial Year under review:

a. In the nature of Companyâs business

b. Generally in the class of business in which the Company has an interest Further, the Company has following two Subsidiaries:-

a. Paul Merchants Finance (P) Ltd (formerly known as Paul Fincap (Pvt) Ltd.), which became subsidiary of the Company during the year. Its name has been changed to Paul Merchants Finance (P) Ltd., which is engaged in the business of Gold Loans, Business/personal loans and PPI Instruments. There is no change in the nature of Companyâs business gr generally in the class of business in which the Company has an interest, during the year under review.

b. PML Realtors (Pvt) Ltd., which became subsidiary of the Company during the year. The Company is engaged in buying and selling of Real Estate Properties and there is no change in the nature of Companyâs business or generally in the class of business in which the Company has an interest, during the year under review.

CORPORATE GOVERNANCE :-

Your Company is committed to maintain the highest standards of Corporate Governance and is in compliance with the Corporate Governance Regulations as laid out in the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required under Regulation 34 (3) read with Part C of Schedule V to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is annexed herewith as Annexure -D-10 and forms a part of this Annual Report.

A Compliance Certificate from Mr. Kanwaljit Singh Thanewal, a Company Secretary in practice having CP no. F 5901, confirming compliance with the conditions of Corporate Governance is also annexed with this Report as required under Part E of Schedule V to the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company because the Company is not among top 500 listed entities based on market capitalization.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMPs and other employees is attached as Annexure D-2 as Nomination and Remuneration Policy, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

PARTICULARS OF REMUNERATION OF DIRECTORS/ KM Ps/EM PLOYEES: -

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also attached as Annexure D-4 which forms part of this report.

DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

Commission paid to Mr. Sat Paul Bansal, the Chairman cum Managing Director of the Company for the Financial Year 2017-18 comes to Rs. 18,86,458/Commission paid to Mr. Rajneesh Bansal, the Executive Director of the Company for the Financial Year 2017-18 comes to Rs. 18,86,458/NUMBER OF MEETINGS OF BOARD

During the year 2017-18, 5 (Five) Board Meetings were held and 1 (One) Independent Directors meeting was held on 14.02.2018. The dates on which the Board Meetings were held are 29.05.2017, 23.08.2017, 21.09.2017, 14.11.2017 and 14.02.2018. Further details as required under Part C of Schedule V to the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Corporate Governance Report forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has put in place a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Board Committees

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Committee

v. Role of Committees.

vi. Contribution to the decision making process of the Board.

c. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 14.02.2018 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.

The Directors express their satisfaction over the evaluation process.

STATUTORY AUDITORS & AUDITORS REPORT:-

M/s Jain & Associates (Firm Regn. No. 01361N), Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company at the 31^st Annual General Meeting held on 28^th September, 2015 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013 before being amended by the Amendment Act, 2017, the appointment of Auditors was required to be ratified by Members at every Annual General Meeting. However, as per Section 139 of the Act as amended by Companies Amendment Act, 2017, requirement of ratification of appointment every year has been done away with. Therefore, the appointment of the Statutory Auditors have been proposed to be ratified by the Shareholders upto the end of their term i..e till the conclusion of 36^th Annual General Meeting of the Company.

The Auditorsâ Report being self-explanatory, requires no comments from the Directors. Further, there are no reservations, qualifications, disclaimers, adverse remarks or Modified opinion in the Audit Reports issued by them in respect of Standalone as well as Consolidated Financial Statements of the Company for the Financial Year 2017-18.

Mr. Anil Singh Negi, a Company Secretary in practice having CP no. 17213 and Membership no. 46547 was appointed as Secretarial Auditor of the Company for the financial year 2017-18 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are no qualifications, reservation, adverse remarks or disclaimer by the Secretarial Auditors in the Report issued by them for the financial year 2017-18 which call for any explanation from the Board of Directors.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

COST AUDIT

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements with respect to the Joint Venture Company M/s Horizon Remit Sdn. Bhd., Malaysia, Subsidiary Companies Paul Fincap (P) Ltd (now known as Paul Merchants Finance (P) Ltd) and PML Realtors (P) Ltd pursuant to Section 129(3) of the Companies Act, 2013 (Act) and SEBI Listing Regulations and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has in place sound internal control system to ensure that all assets are protected against loss from any unauthorised use and all transactions are recorded and reported correctly. According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Internal Financial Control systems in place in the Company have been reviewed by the Audit Committee on 24-05-2018 and by the Board of Directors of the Company on 28-05-2018.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically as per the Risk Management Policy of the Company. A Risk Management Committee, voluntarily constituted by the Board of Directors is also in place with the responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update the Risk management on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis and such other functions as may be prescribed by the Board. The Company has formulated Risk Management Policy which provides an overview of the principles of risk management, explain approach adopted by the Company for risk management, define the organizational structure for effective risk management, develop a âriskâ culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions, identify, assess, manage and mitigate existing and new risks in a planned and co-ordinated manner with minimum disruption and cost, to protect and preserve Companyâs human, physical and financial assets. The Risk Management Committee holds regular meetings to review the critical risks identified. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. Further, the Company identifies risks and control systems are instituted to ensure that the risks in each business process are minimized/mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has two subsidiaries namely:-

a. Paul Fincap (Pvt) Ltd., which became subsidiary of the Company during the year. Its name has now been changed to Paul Merchants Finance (P) Ltd., which is engaged in the business of Gold Loans, Business/personal loans and PPI Instruments.

b. PML Realtors (Pvt) Ltd., which became subsidiary of the Company during the year. The Company is engaged in buying and selling of Real Estate Properties.

Further, apart from above two subsidiaries, the Company has no Associates as defined in the Companies Act, 2013. The Company has one Joint Venture Company in the name of M/s Horizon Remit Sdn. Bhd. Malaysia. The Company holds 19.424 % equity stake in the said Joint Venture Company. Weizmann Forex Ltd (CIN L65990MH1985PLC037697) and Western Union Processing Limited, an Irish Limited Liability Company are the other partners in the said Joint Venture Company.

During the FY 2017-18, the Subsidiary Company Paul Merchants Finance (P) Ltd. (earlier known as Paul Fincap (Pvt) Ltd.) achieved gross revenue of Rs. 5,21,97,153/- as against previous year figures of Rs. 3,12,83,340/- registering a growth of 66.85% over previous year. Further, the said Subsidiary Company achieved a Net profit after Tax of Rs. 61.28 Lakhs as against the figures of Rs. 36.94 Lakhs during previous year.

During the FY 2017-18, the Subsidiary Company PML Realtors (P) Ltd., achieved gross revenue of Rs. Nil and other Income of Rs. 5,49,444/-. Further, the said Subsidiary Company achieved a Net Loss after Tax of Rs. 19,60,377. As the Company is newly incorporated in the year under review, it is expected to start generating revenue in the years to come.

During the FY 2017-18, the JV Company M/s Horizon Remit Sdn. Bhd. Malaysia achieved gross revenue of RM 57.07 Lacs registering a growth of 0.39 % over previous year. Further, the JV achieved a profit of RM 2.74 Lakhs as against previous year figures of RM 3.89 Lakhs.

Report on the performance and Financial position of the Subsidiary Companies and Joint Venture Company in the specified format AOC-1 is annexed to the Directorsâ Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, an Audit Committee is duly constituted. The Audit Committee as on March 31, 2018 comprises of the following Independent Directors:

Shri. Vigyan Arora	Independent Director, Chairman
Shri Dilbagh Singh Sidhu	Independent Director, Member
Shri Ajay Kumar Arora	Independent Director, Member

Details of the Audit Committee have been separately given in the Corporate Governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committee is duly constituted. As on March 31, 2018 the Committee comprises of the following Directors:

Sh. Dilbag Singh Sidhu	Independent Director, Chairman
Sh. Sandeep Bansal	Non Executive Director, Member
Shri. Vigyan Arora	Independent Director, Member

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Stakeholders Relationship Committee is duly constituted with following composition as on March 31, 2018:-

Sh. Vigyan Arora	Independent Director, Chairman
Sh. Rajneesh Bansal	Executive Director, Member
Sh. Sandeep Bansal	Non Executive Director, Member

Other details of the Committee have been separately given in the Corporate Governance report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee of the Board with the following composition as on March 31, 2018:

1	Sh. Sandeep Bansal	Non Executive Director, Chairman
2	Sh. Rajneesh Bansal	Executive Director, Member
3	Sh. Vigyan Arora	Independent Director, Member

Other details of the Committee and CSR Policy is furnished in the Report on Corporate Governance, which is annexed herewith. The details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year in the form of CSR Policy is also available on the website of the Company http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2018/08/CSR-Policy-new.pdf. The Annual Report on CSR activities is furnished in Annexure D-7, which forms part of this report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year under review. The Shares of the Company are listed and traded at BSE Ltd under scrip code 539113. The Listing fee for the FY 2018-19 has already been paid.

ANNUAL RETURN

The Annual Return as on March 31, 2018 as referred to in sub section (3) of Section 92 has been placed on the Website of the Company under weblink http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2018/08/Form M .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act made during the Financial Year 2017-18 are attached as Annexure D-8 which forms part of this report. Further, reference can be made to NOTE 6 & 9 to the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year were on an armâs length basis. In the opinion of the Board these transactions are justified to be executed. The details of these transactions is given in Form AOC-2, annexed as Annexure D-9, which forms part of this report. All the said Transactions were done with prior approval of the Audit Committee and the Board. The transactions entered into pursuant to the omnibus approval of the Audit Committee were also placed regularly before the Audit Committee for its review.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2017/02/Related-Party-Transaction-Policy.pdf

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 4 (2) (d) and Regulation 22 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is appended to this Report. The Vigil Mechanism cum Whistle Blower Policy is also available on the Companyâs website under weblink http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2017/07/Vigil-Mechanism-Policy.pdf

DIRECTORSâ RESPONSIBILITY STATEMENT:-

Pursuant to Section 134 (5) read over with Section 134 (3) (c ) of the Companies Act, 2013, your 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;

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

(e) the directors, 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.

INDUSTRIAL RELATIONSHIPS:-

HUMAN RESOURCES DEVELOPMENT

It is a proud statement in itself that your Company continues to be an Employer of choice for a host of workforce. Value based HR programs unleashed by the Company from time to time have enabled the companyâs HR team to contribute substantially to the overall growth of the Company. In order to keep pace with the ever evolving demands of the existing business and the gamut of activities in Digital space, HR has been placing tremendous focus on capability building in newer areas with an objective to predict, diagnose, and take actions that will improve business performance. Further discussion on this subject is included in the Management Discussion and Analysis Report forming part of this report.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads along with the report of the Company Secretary under section 205 of the Companies Act, 2013 are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws. In addition, the Internal Audit and Concurrent Audit helps the Company gauge its levels of Compliance on ongoing basis and to take corrective steps, wherever needed.

COMPLIANCE WITH LISTING REGULATIONS:-

The equity shares of the company are listed on the BSE Ltd (BSE).

The Company has in place the following Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 :

1. âPolicy for Preservation of Documentsâ under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. âArchival Policyâ under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The web link of âArchival Policyâ is http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2018/07/Policy-on-Archival-of-Records.pdf .

3. âPolicy on Criteria for determining Materiality of events/informationâ under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The web link of the âPolicy on Criteria for determining Materiality of events/informationâ is; http://www.paulmerchants.net/paulmerchants/wp-content/uploads/2018/07/Policy-Determination-of-Materiality.pdf

The company has already paid listing fees for the year 2018-2019 to the BSE Ltd.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

INSIDER TRADING:

The Board of Directors of the Company have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Company www.paulmerchants.net. Further, the Board has also adopted the Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The said codes were duly adhered to during the year under review.

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Sat Paul Bansal, Managing Director and Mr. Tilak Raj Khepar, CFO, have issued a certificate as per the contents of said Regulation for the year ended March 31, 2018. As the Company has no post of CEO, the said Certificate has been signed by the Managing director of the Company along with CFO. The said certificate forms an integral part of this Annual Report as Annexure D-13. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

The Companyâs equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 96.11% of the issued shares of the Company are already in dematerialized form. M/s Alankit Assignments Limited, New Delhi are acting as the Registrar and Share Transfer Agents for this purpose and acts as common agency and all activities in relation to both physical and electronic share transfer facility are maintained in by them in terms of Regulation 7 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading Of Information Regarding Unpaid And Unclaimed Amounts Lying With Companies) Rules, 2012, the Company had already filed the necessary forms and uploaded the details of unpaid and unclaimed amounts lying with the Company, when the same was lying unpaid/unclaimed.

FINANCIAL STATEMENTS

Standalone as well as Consolidated Annual Report 2017-18 of the Company containing complete Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directorsâ Report (including Management Discussion and Analysis Report and Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). To others, the Annual Report is being sent by post. Full version of Annual Report 2017-18 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company''s website www.paulmerchants.net . The Notice of the AGM shall also be placed at the website of CDSL. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2017-18, upon receipt of written request from you, as a member of the Company.

ACKNOWLEDGEMENT:-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Continental Exchange Solutions, Companyâs Bankers, Government Agencies and Employees of the company for their continued support & cooperation.

For & On Behalf of the Board For & On Behalf of the Board

SD/- SD/-

(SAT PAUL BANSAL) (RAJNEESH BANSAL)

CHAIRMAN CUM MANAGING DIRECTOR EXECUTIVE DIRECTOR

(DIN 00077499) (DIN 00077230)

PLACE: CHANDIGARH

Date: August 13, 2018

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you their 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for your consideration:

Particulars 2014-2015 2013-14 (Amount in Rs.) (Amount in Rs.)

Gross Income 2167,18,51,504 2005,28,57,281

Profit Before Interest and 30,02,53,148 29,10,95,960 Depreciation

Interest 2,98,47,798 2,26,50,075

Gross Profit 27,04,05,350 26,84,45,885

Provision for Depreciation 2,90,09,118 1,96,53,452

Net Profit Before Tax 24,13,96,232 24,87,92,433

Provision for Tax 8,73,80,299 9,03,99,159

Deferred Tax (46,05,279) (64,01,113)

Net Profit After Tax 15,86,21,212 16,47,94,387

Balance of Surplus brought forward 101,51,27,730 85,37,84,458

Balance available for appropriation 117,37,48,942 101,85,78,845

Proposed Dividend on Equity Shares Nil Nil

Tax on proposed Dividend Nil Nil

Transfer to General Reserve Nil Nil

Surplus carried to Balance Sheet 117,37,48,942 101,85,78,845

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS

The Company operates principally in three business verticals International Money Transfer, Foreign Exchange and Tours & Travels. During the year under review, Gross revenue from International Money Transfer activities stood at Rs. 109,52,54,501/-, from Foreign Exchange Services stood at Rs. 2013,68,41,058/- and from Tours & Travel Segment stood at Rs. 35,15,46,591. The Profit before tax stood at Rs. 24,13,96,231/- and Profit after stood at Rs. 15,86,21,212/-. For further details, kindly refer to Management Discussion & Analysis Report Annexure D-3 and Corporate Governance Report which forms part of this report.

DIVIDEND :-

Your Directors have decided to reinvest the earnings in the growth of business and for this reason, have decided to not to declare any Dividend for the year under review.

RESERVES:-

Entire amount of Net Profit of Rs. 15,86,21,212.27/- has been transferred to Profit and Loss Surplus account, which appears under the head "Reserves and Surplus." No amount has been transferred to any reserves.

DIRECTORS:-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sandeep Bansal (DIN 00094391) and Mr. Surinder Singh Bedi (DIN 06932337), Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Arjun Pandurang Ghugal (DIN 02414741) and Mr. Krishan Lall Khetarpaul (DIN 01268756) had been appointed as additional Directors, designated as Independent Directors of the Company by the Board of Directors. They hold office up to the date of the ensuing Annual General Meeting and are proposed to be appointed as Independent Directors by the Members. The Company has received requisite notices and deposits in writing from members proposing them for appointment as Independent Directors.

In the opinion of the Board, Arjun Pandurang Ghugal (DIN 02414741) and Mr. Krishan Lall Khetarpaul (DIN 01268756) fulfill the conditions for their appointment as Independent Directors as specified in the Act and the Listing Agreement. Arjun Pandurang Ghugal (DIN 02414741) and Mr. Krishan Lall Khetarpaul (DIN 01268756) are independent of the management.

Sh. Manjit Singh Bhatia (DIN 06728226), Independent Director resigned from the office of the Directorship in the Company on 27-05-2014. Sh. Ram Krishan Gupta, Independent Director expired on 25-07-2014 and as such ceased to be the Director of the Company. Sh. Harjinder Singh (DIN 06714681), Whole Time Director resigned from the office of the Directorship in the Company on 04-08-2014. Sh Tarsem Garg (DIN 00454657), Independent Director resigned from the office of the Directorship in the Company on 25- 10-2014.

Sh. Vigyan Arora (DIN 00806647), who has been serving as an Independent Director w.e.f. 01-04-2010 was re-appointed in terms of provisions of the Companies Act, 2013 for a period of 5 years in the previous Annual General Meeting of the Company held on 26- 09-2014. Further, there is no Independent Director who was appointed after holding office for a period of 5 years

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-structured the remuneration of Sh. Sat Paul Bansal (DIN 00077499), Chairman cum Managing Director of the Company subject to approval of shareholders @ Rs.12,00,000/- (Rupees Twelve Lacs Only) per month plus Commission up to 2% of the Net Profits of the Company earned during a financial year w.e.f. 01.04.2015 based upon his performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall maximum limits of remuneration as provided in Companies Act, 2013.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-appointed Mr. Rajneesh Bansal (DIN 00077230) as the Executive Director of the Company subject to approval of shareholders for a period of 5 years w.e.f. 01-04-2015 on a remuneration @ Rs. 3,50,000/- (Rupees Three Lakhs Fifty Thousand Only) per month plus Commission up to 2% of the Net Profits of the Company earned during a financial year w.e.f. 01.04.2015 based upon his performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall limits as provided in Companies Act, 2013. In addition, he shall be entitled to Monthly Rent Free accommodation valued at Rs. 1,50,000/- (Rupees One Lakh Fifty thousand Only). Water/electricity in the House shall also be borne by the Company.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-structured the remuneration of Mrs. Sarita Rani Bansal (DIN 00094504), the Whole Time Director of the Company subject to approval of shareholders @ Rs.2,00,000/- (Rupees Two Lacs Only) per month plus Commission up to 1% of the Net Profits of the Company earned during a financial year w.e.f. 01.04.2015 based upon her performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall maximum limits of remuneration as provided in Companies Act, 2013.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, increased the remuneration of Sh. Surinder Singh Bedi (DIN 06932337), the Whole Time Director of the Company subject to approval of shareholders @ Rs.9,30,000/- (Rupees Nine Lacs Thirty Thousand Only) per Annum plus Performance Bonus of Rs. 45,000/- (Rupees Forty Five Thousand Only) w.e.f. 01.06.2015 based upon his performance as decided by the Nomination and Remuneration Committee of the Board subject to the overall maximum limits of remuneration as provided in Companies Act, 2013.

The Brief Resumes and other details relating to the Directors who are proposed to appointed/re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Notice of Annual General Meeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Sh. Sat Paul Bansal Chairman cum Managing Director

Sh. Tilak Raj Khepar Chief Financial Officer

Sh. Hardam Singh Company Secretary

During the year, Sh. Tilak Raj Khepar was designated as Chief Financial Officer of the Company w.e.f. 01.04.2014. There was no other change (appointment or cessation) in the office of any KMP.

SHARE CAPITAL

a. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with Differential Rights during the year under review.

b. ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any Sweat Equity shares or Employee Stock Options during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company and date of this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

The equity shares of the company were earlier listed on the Stock Exchange at New Delhi. The Delhi Stock Exchange has been de-recognized by the Securities & Exchange Board of India. Therefore, your Company had filed its application with Bombay Stock Exchange under Direct Listing route for getting the scrips of the Company listed at Bombay Stock Exchange (BSE) and the Hon'ble Exchange was pleased to grant Trading permission vide its letter no. DCS/DL/AM/TP/72/2015-16 dated 17-04-2015 according its permission to trade the equity shares of the Company on BSE w.e.f. 21.04.2015.

The Company has tied up with Yes Bank as its Business Correspondent and has entered into a tripartite Referral Agreement with DCB Bank and Western Union Business Solutions (USA), LLC for offering International Outward Business Payment Solutions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company's business

b. Generally in the class of business in which the Company has an interest

Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE :-

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (XI) (A) of the Listing Agreement.

BUSINESS RESPONSIBILITY REPORT

Clause 55 of the Listing Agreement is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as Annexure D-2, which forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section as Annexure D-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES:-

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling in the bracket as defined in Rule 5 (2)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D-4 which forms part of this report.

DETAILS OF COMMISSION RECEIVED BY MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

Net Commission paid to Mr. Sat Paul Bansal, the Chairman cum Managing Director of the Company for the Financial Year 2014-15 comes to Rs. 1,79,02,314/- Net Commission paid to Mr. Rajneesh Bansal, the Executive Director of the Company for the Financial Year 2014-15 comes to Rs. 55,08,404/-

NUMBER OF MEETINGS OF BOARD

During the year 2014-15, 4 (Four) Board Meetings were held and 1 (One) Independent Directors meeting was held on 11.02.2015 as required under Schedule IV of Companies Act, 2013 and as per Clause 49 of the Listing Agreement. The dates on which the Board Meetings were held are 27-05-2014, 04-08-2014, 25-10-2014 and 11-02-2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:-

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process ii. Problem solving approach and guidance to the Management iii. Attendance and Participation in the Meetings iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

The Independent Directors had met separately on 11.02.2015 without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors express their satisfaction with the evaluation process. STATUTORY AUDITORS & AUDITORS REPORT:- M/s Jain & Associates (Firm Regn. No. 01361N), Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment as they are eligible for re-appointment. They are proposed to be re-appointed from the conclusion of this Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company for the Financial year 2019-2020.

The Company has obtained a Certificate from the Auditors under Rule 4 (1) of The Companies (Audit and Auditors) Rules, 2014. They have also issued a Certificate to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. The Auditors have vide their letter dated August 13 , 2015 also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report being self-explanatory require no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2014-15.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Vishal Arora (FCS 4566), a Company Secretary in practice having CP no. 3645, was appointed as Secretarial Auditor of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-5 and forms part of this report.

There are no qualifications or observations or other remarks by the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Rule 6 of Companies (Accounts) Rules, 2014, nothing contained in the said rule shall, subject to any other law or regulation, apply for the financial year commencing from the 1st day of April, 2014 and ending on the 31 March, 2015, in case of a company which does not have a subsidiary or subsidiaries but has one or more associate companies or joint ventures or both, for the consolidation of financial statement in respect of associate companies or joint ventures or both, as the case may be. As the Company does not have any Subsidiary, the accounts have not been consolidated for the FY 2014- 15. However, report on the Joint Venture Company in the prescribed format AOC-1 is annexed to this Report as Annexure D-6.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by in-house Internal Audit Division, supplemented by Concurrent and Statutory Audit. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by regular supervision of the Audit Committee over Internal Audit. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board on Quarterly basis.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, a Risk Management Committee was voluntarily constituted by the Board of Directors with responsibility of preparation of Risk Management Policy, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to update the Risk management on quarterly basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board. The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. Further, the Company identifies risks and control systems are instituted to ensure that the risks in each business process are minimized/mitigated. The Board provides oversight and reviews the Risk Management Policy on a regular basis. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

The Company has no subsidiaries or Associates as defined in the Companies Act, 2013. The Company has one Joint Venture Company in the name of M/s Horizon Remit Sdn. Bhd. Malaysia. The Company holds 29.389 % equity stake in the said Joint Venture Company. Weizmann Forex Ltd (CIN L65990MH1985PLC037697) is the other partner in the said Joint Venture Company. Report on the performance and Financial position of the Joint Venture Company in the specified format AOC-1 is annexed to the Directors' Report as Annexure D-6.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted. The Audit Committee as on March 31, 2015 comprises of the following Independent Directors:

Shri. Vigyan Arora Independent Director, Chairman

Shri Dilbagh Singh Sidhu Independent Director, Member

Shri Arjun Pandurang Ghugal Independent Director, Member

w.e.f. 22-05-2015, following is the composition of the Audit Committee:- Shri. Vigyan Arora Independent Director, Chairman Shri Dilbagh Singh Sidhu Independent Director, Member Shri Ajay Kumar Arora Independent Director, Member

Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2015 comprises of the following Directors:

Sh. Dilbag Singh Sidhu Independent Director, Chairman

Sh. Sandeep Bansal Non Executive Director, Member

Shri. Vigyan Arora Independent Director, Member

The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31, 2015:- Sh. Vigyan Arora Independent Director, Chairman Sh. Rajneesh Bansal Executive Director, Member Sh. Sandeep Bansal Non Executive Director, Member

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee of the Board with the following composition:

1 Sh. Sandeep Bansal Non Executive Director, Chairman

2 Sh. Rajneesh Bansal Executive Director, Member

3 Sh. Vigyan Arora Independent Director, Member

Other details of the Committee and CSR Policy is furnished in the Report on Corporate Governance, which is annexed herewith. The CSR Policy is also available on the website of the Company http://paulmerchants.net/CSR-Policy.pdf. The annual report on CSR activities is furnished in Annexure D-7, which forms part of this report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

There is no change in the Capital Structure of the Company during the year under review. The shares of the Company were previously listed on Delhi Stock Exchange and now w.e.f. 21.04.2015, the shares of the Company are available for trading on Bombay Stock Exchange.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure D-8 and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as Annexure D-9 which forms part of this report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis. Hence, provisions of Section 188 (1) are not applicable. However, as these transactions were in the ordinary course of business and on an arm's length basis, in the opinion of the Board these transactions are justified to be executed. The details of these transactions is given in Annexure D-10, which forms part of this report.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions. Your attention is also drawn to the Related Party disclosures set out in Note no. 32 of the Financial Statements.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at http://paulmerchants.net/Related-Party-Transaction-Policy.pdf.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Clause 49 of the Listing Agreement. The details of the said Vigil Mechanism cum Whistle Blower Policy is given in the Corporate Governance Section, which is annexed herewith. The Vigil Mechanism cum Whistle Blower Policy is also available on the Company's website http://paulmerchants.net/Vigil%20Mechanism.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT:-

(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, 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.

INDUSTRIAL RELATIONSHIPS:-

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING AGREEMENT :- The equity shares of the company were earlier listed on the Stock Exchange at New Delhi. Since due to nil trading at Delhi Stock Exchange (DSE) and recognition of DSE being withdrawn by the Securities & Exchange Board of India (SEBI), your Company had filed its application with Bombay Stock Exchange under Direct Listing route for getting the scrips of the Company listed at Bombay Stock Exchange (BSE) with the sole intent of providing liquidity to the existing Shareholders.

In this regard, BSE vide its letter bearing no. DCS/DL/AM/TP/72/2015-16 dated 17-04- 2015 has granted Trading permission for dealing and trading in the scrips of the Company w.e.f. 21.04.2015.

The company has already paid listing fees for the year 2015-2016 to the Bombay Stock Exchange.

CEO/CFO CERTIFICATION

In terms of the requirements of Clause 49 (IX) of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports, the Company's equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 95% of the issued shares of the Company are already in dematerialized form. M/s Alankit Assignments Limited, New Delhi are acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 26-09- 2014) with the Ministry of Corporate Affairs.

FINANCIAL STATEMENTS

Annual Report 2014-15 of the Company containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Management Discussion and Analysis and Corporate Governance Report) are being sent via email to all shareholders who have provided their email address(es). To others, the Annual Report is being sent by post. Full version of Annual Report 2014-15 is also available for inspection at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company's website www.paulmerchants.net. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2014-15, upon receipt of written request from you, as a member of the Company.

ACKNOWLEDGEMENT:-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company's Bankers, Government Agencies and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board For & On Behalf of the Board

SD/- SD/-

(SAT PAUL BANSAL) (RAJNEESH BANSAL)

CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

(DIN 00077499) (DIN 00077230)

PLACE: CHANDIGARH

Date: August 13, 2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you their 30th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 200528.57 161487.34

Depreciation 196.53 182.70

Interest 226.50 285.53

Other Expenditure 197617.61 158462.79

Profit after depreciation but 2487.92 2556.33 before Tax & other & Provisions

Less : Provision for Current Tax (903.99) (841.80)

Add/(Less) : Deferred Tax 64.01 (2.85)

Profit/(Loss) after Tax & Provisions 1647.94 1711.67

Net Profit/(Loss) transferred to Reserves 1647.94 1696.25

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Sarita Rani Bansal and Mr. Rajneesh Bansal, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board deeply regrets to note the sad demise of Mr. Ram K Gupta, the Independent Director of the Company and Chairman of Audit Committee of the Board. Mr. Gupta had a great contribution to the decision making process of the Company and his untimely demise will be a great loss to the Board.

Mr. Ajay Kumar Arora and Mr. Tarsem Garg had been appointed as additional Directors, designated as Independent Directors of the Company on 27-05-2014 by the Board of Directors. They hold office upto the date of the ensuing Annual General Meeting and are proposed to be appointed as Independent Directors by the Members. The Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu had been appointed as Independent Directors of the Company before Companies Act, 2013 came into force. As per the provisions of Section 149 of the Companies Act, 2013, Independent Directors should be appointed for a term of 5 consecutive years and their office should not be liable to retire by rotation. Further, the criteria of independence has also been specified in the Section 149. Therefore, Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu are proposed to appointed as Independent Directors of the Company in the ensuing Annual General Meeting as per provisions of Companies Act, 2013. The Company has received requisite notices in writing from members proposing them for appointment as Independent Directors.

In the opinion of the Board, Shri Ajay Kumar Arora, Sh. Tarsem Garg, Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu fulfill the conditions for their appointment as Independent Directors as specified in the Act and the Listing Agreement. Shri Ajay Kumar Arora, Sh. Tarsem Garg, Mr. Vigyan Arora and Mr. Dilbag Singh Sidhu are independent of the management.

Sh Harjinder Singh, who was appointed as an additional Director, designated as Whole Time Director of the Company on 06-11-2013 has resigned from the office of Whole Time Director of the Company on 04-08-2014.

Sh. Surinder Singh Bedi has been appointed as an additional Director, designated as Whole Time Director of the Company on 04-08-2014 by the Board of Directors. He holds office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing him for appointment as Whole Time Director.

The tenure of Sh. Sat Paul Bansal, Chairman cum Managing Director of the Company had ended on 31-03-2014. He has been re-appointed as Chairman cum Managing Director of the Company by the Board of Directors of the Company w.e.f. 01.04.2014 for a term of 5 years. The Board had fixed the remuneration of Sh. Sat Paul Bansal @ 6.5% of the Net Profits of the Company earned during a financial year and computed in terms of Section 198 of the Act, subject to payment of an on- account salary of Rs. 15,00,000/- (Rupees Fifteen Lacs Only) per month w.e.f. 01- 04-2014. His re-appointment and remuneration is subject to approval of the Members of the Company in the ensuing Annual General Meeting and subject to approval of Members to the alternation in Articles of Association of the Company.

The Board of Directors of the Company had, subject to the Provisions of Sections 196, 197, 198 and all other applicable Provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act, re-structured the remuneration of Mr. Rajneesh Bansal, the Executive Director of the Company @ 2 % of the Net Profits of the Company earned during a financial year and computed in terms of Section 198 of the Act, subject to payment of an on-account salary of Rs. 5,00,000/- (Rupees Five Lacs Only) per month w.e.f. 01-04-2014. The said revision in the remuneration of Sh. Rajneesh Bansal, Executive Director w.e.f. 01-04-2014 is subject to approval of the Members of the Company

The Board of Directors of the Company has appointed Mrs. Sarita Rani Bansal as Whole Time Director and fixed her remuneration @ Rs. 2,00,000/- (Rupees Two Lacs Only) per month w.e.f. 01-04-2014 subject to approval of the Members of the Company in the ensuing Annual General Meeting

DIVIDEND

Your Directors have decided to reinvest the earnings in the growth of business and for this reason, have decided to not to declare any Dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company''s business

b. Generally in the class of business in which the Company has an interest

Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE

Report on Corporate Governance in terms of Clause 49 (VI) (i) of the Listing Agreement is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

AUDITORS & AUDITORS REPORT:-

M/s Jain & Associates, Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment as they are eligible for re-appointment. The Company has obtained a Certificate from the Auditors under Rule 4 (1) of The Companies (Audit And Auditors) Rules, 2014. They have also issued a Certificate to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

The Auditors'' Report being self-explanatory require no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2013-14.

DEPOSITS

The Company has not accepted any Deposits from the Public within the meaning of Section 58 A, of the Companies Act, 1956 and the Rules made there under during the year under review.

AUDIT COMMITTEE

Your Directors wish to inform that provisions of Section 292 A of the Companies Act, 1956 are not applicable to the Company. However, in Compliance with Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted the details of which have been separately given in the corporate governance report. The said Audit Committee has been duly re-constituted in terms of Section 177 the Companies Act, 2013.

NOMINATION & REMUNERATION COMMITTEE, SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTE.

In terms of Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, the details pertaining to Nomination & Remuneration Committee, Remuneration Policy, Shareholders/Investors Grievance Committee is furnished in the Report on Corporate Governance, which is annexed herewith.

CSR COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee of the Board with the following composition:

1 Sh. Sandeep Bansal Non Executive Director, Chairman of the Committee

2 Sh. Rajneesh Bansal Executive Director, Member

3 Sh. Vigyan Arora Independent Director, Member

Other details of the Committee and CSR Policy is furnished in the Report on Corporate Governance, which is annexed herewith.

VIGIL MECHANISM

The Company has established a Vigil Mechanism in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Clause 49 of the Listing Agreement. The details of the Vigil Mechanism is given in the Corporate Governance Section, which is annexed herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) That in the preparation of the annual accounts for the financial year ending 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the directors have selected such accounting4 policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

DETAILS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

There was no employee drawing the salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 during the year under review as such information in this regard is nil.

COMPLIANCE CERTIFICATE:-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this report.

INDUSTRIAL RELATIONSHIPS-

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has already paid listing fees for the year 2014-2015 to the Delhi Stock Exchange.

The Delhi Stock Exchange, on which the scrips of the Company are presently listed, is in the process of being de-recognized by the Securities & Exchange Board of India. Therefore, your Company has filed a preliminary application with Bombay Stock Exchange under Direct Listing route for getting the scrips of the Company listed at BSE. The Final Application will be filed shortly.

CEO/CFO CERTIFICATION

In terms of the requirements of Clause 49 (V) of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company''s earlier Annual Reports, the Company''s equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. A Large number of shareholders have already dematerialized their shares. The Alankit Assignments Limited is acting as the Registrar and Share Transfer Agents for this purpose and acts as common share agency in terms of SEBI Guidelines.

ANNEXURE TO THE DIRECTOR''S REPORT:-

A. Conservation of Energy :

Though energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. Staff of the Company is regularly sensitized about conservation of power.

B. Technology Absorption : Nil

ACKNOWLEDGEMENT-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s Bankers, Government Agencies and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board For & On Behalf of the Board

SD/- SD/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE: CHANDIGARH Date: August 4, 2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting before you their 29th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2012-2013 2011-2012 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 161487.34 152818.64

Depreciation 182.70 185.90

Interest 285.53 282.54

Other Expenditure 158462.79 149943.68

Profit after depreciation but 2556.33 2406.52 before Tax & other & Provisions

Less Provision for Current Tax (841.80) (805.28)

Add/(Less) : Deferred Tax (2.85) 6.78

Profit/(Loss) after Tax & Provisions 1711.67 1608.01

Net Profit/(Loss) transferred to Reserves 1696.25 1564.69

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sandeep Bansal and Mr. Rajneesh Bansal, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The salary of Mr. Sat Paul Bansal, Chairman cum Managing Director and Mr. Rajneesh Bansal, Executive Director has been revised by the Board of Directors of the Company w.e.f. 01.04.2013 subject to approval of the Members of the Company in the ensuing Annual General Meeting.

DIVIDEND

Your Directors at their meeting held on 28.05.2013, had declared an interim Dividend @ Re. 1.50/- (15%) per equity share of Rs. 10/- each for the financial year ended 31srMarch, 2013. Your Directors have decided to treat the interim dividend as final dividend and the same is submitted for approval of the members.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure to this Report.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the Financial Year under review:

a. In the nature of Company''s business

b. Generally in the class of business in which the Company has an interest Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company.

CORPORATE GOVERNANCE :-

Report on Corporate Governance in terms of Clause 49 (VI) (ii) of the Listing Agreement is annexed herewith and forms a part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

AUDITORS & AUDITORS REPORT:-

M/s Jain & Associates, Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment as they are eligible for re-appointment. The Company has obtained a Certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1) of the Companies Act, 1956. Your Directors recommend their reappointment.

The Auditors'' reports being self-explanatory require no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2012-13.

DEPOSITS

The Company has not accepted any Deposits from the Public within the meaning of Section 58 A, of the Companies Act, 1956 and the Rules made there under during the year under review.

AUDIT COMMITTEE

Your Directors wish to inform that provisions of Section 292 A of the Companies Act, 1956 are not applicable to the Company. However, in Compliance with Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted the details of which have been separately given in the corporate governance report.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) That in the preparation of the annual accounts for the financial year ending 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2013 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

DETAILS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956

There was no employee drawing the salary in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 during the year under review as such information in this regard is nil.

COMPLIANCE CERTIFICATE :-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this report.

INDUSTRIAL RELATIONSHIPS-

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has already paid listing fees for the year 2013-2014 to the Delhi Stock Exchange.

ANNEXURE TO THE DIRECTOR''S REPORT:-

A. Conservation of Energy :

Though energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. Staff of the Company is regularly sensitized about conservation of power.

B. Technology Absorption : Nil

ACKNOWLEDGEMENT-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s Bankers, Government Agencies and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board For & On Behalf of the Board

SD/- SD/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE: CHANDIGARH Date: August 8, 2013

Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting before you their 28th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2011-2012 2010-2011 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 152818.64 123742.53

Profit after depreciation but 2406.52 2170.29 before Tax & other & Provisions

Provision for Taxes 798.50 715.40

Profit after Tax & Provisions 1608.01 1454.89

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ram Krishan Gupta and Mr. Vigyan Arora, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mrs. Sarita Rani Bansal, Mr. Dilbag Singh Sidhu and Mr. Karunasagar have been appointed as Additional directors during the year. The Company has received separate notices under section 257 of the Companies Act for their appointment at the ensuing Annual General Meeting. The Board recommends their appointment as regular directors of the Company.

Mr. Khizer Ahmed, Director has resigned from the Board with effect from 26.02.2012. Your Directors place their appreciation for the valuable services rendered by Mr. Khizer Ahmed during his tenure as independent Director and member of Audit Committee of the Board.

Appointment of Additional Directors and re-appointment of Directors in the ensuing Annual General Meeting has been reviewed by the Nomination Committee.

DIVIDEND :-

Your Directors at their meeting held on 31.03.2012, had declared an interim Dividend @ Re. 1.50/- (15%) per equity share of Rs. 10/- each for the financial year ended 31st March, 2012. Your Directors have decided to treat the interim dividend as final dividend and the same is submitted for approval of the members.

CORPORATE GOVERNANCE

Report on Corporate Governance in terms of Clause 49 (VI) (ii) of the Listing Agreement is annexed and form part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

AUDITORS :-

The Statutory Auditors M/S Jain & associates, Chartered Accountants, Chandigarh, retire at the ensuing Annual General Meeting and have confirmed their eligibility & willingness to accept the office, if re-appointed. Your Directors recommend their reappointment.

AUDITORS'' REPORT:-

The Auditors'' reports being self-explanatory require no comments from the Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) that in the preparation of the annual accounts for the financial year ending 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES: -

The Company has no employee of the category specified in Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS U/S 217(i)(e) :-

i. Conservation of Energy : Nil

ii. Technology Absorption : Nil

iii. Foreign Exchange Earning : Rs. 10743 Crores

iv. Foreign Exchange Outgo : Rs. Nil

COMPLIANCE CERTIFICATE :-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this report.

INDUSTRIAL RELATIONSHIPS:-

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has requested the Stock Exchange to send Invoice relating Listing Fee for the current year and on receipt of the Invoice, the same will be paid immediately.

ACKNOWLEDGEMENT :-

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s Bankers, Government Agencies and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board For & On Behalf of the Board

Sd/- Sd/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE : CHANDIGARH Date: August 17, 2012

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting before you their 27th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS :-

The financial results of the Company for the year under review are summarized for your consideration:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2010-2011 2009-2010 (Rs. In Lacs) (Rs. In Lacs)

Gross Income 7476.18 6434.22

Profit after depreciation but before Tax & other & Provisions 2170.29 1578.99

Provision for Taxes 715.40 550.17

Profit after Tax & Provisions 1454.89 1028.82

DIRECTORS :-

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sandeep Bansal and Mr. Rajneesh Bansal, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors of the Company had, subject to the Provisions of Section 198, 269, 309, 310, 311 and all other applicable Provisions, if any, of the Companies Act, 1956 read with Schedule XIII of the said Act, increased the remuneration of Mr. Rajneesh Bansal, the Whole Time Director of the Company from Rs. 3,00,000/- p.m. to Rs. 5,00,000/- p.m. w.e.f. 01-04-2011. The same is submitted for the approval of the Members of the Company.

Mr. Sandeep Bansal, Director of the Company ceases to be the Whole Time Director of the Company and will continue to be an Ordinary Director w.e.f. 01.04.2011

DIVIDEND

Your Directors at their meeting held on 08-03-2011, had declared an interim Dividend @ Re. 1/- (10%) per equity share of Rs. 10/- each for the financial year ended 31st March, 2011. Your Directors have decided to treat the interim dividend as final dividend and the same is submitted for approval of the members.

CORPORATE GOVERNANCE

Report on Corporate Governance in terms of Clause 49 (VI) (ii) of the Listing Agreement is annexed and form part of this Annual Report. A Certificate from Mr. Sanjeev Sharma, a practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed under Clause 49 (VII) of the Listing Agreement

AUDITORS :-

The Statutory Auditors M/S Jain & associates, Chartered Accountants, Chandigarh, retire at the ensuing Annual General Meeting and have confirmed their eligibility & willingness to accept the office, if re-appointed. Your Directors recommend their reappointment.

AUDITORS'' REPORT:-

The Auditors'' reports being self-explanatory require no comments from the Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT-

a) that in the preparation of the annual accounts for the financial year ending 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the Profit of the Company for that period.

c) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES: -

The Company has no employee of the category specified in Section 217 (2A) of the Companies Act, 1956.

DISCLOSURE OF PARTICULARS U/S 217(i)(e) :-

i. Conservation of Energy : Nil

ii. Technology Absorption : Nil

iii. Foreign Exchange Earning : Rs. 8356 Crores

iv. Foreign Exchange Outgo : Rs. Nil

COMPLIANCE CERTIFICATE :-

A certificate has been issued by Mr. Sanjeev Sharma, Company Secretary in practice in terms of Section 383 A (1) of the Companies Act 1956 to the effect that the Company has complied with the applicable provisions of the said Act and the same is attached to this report.

INDUSTRIAL RELATIONSHIPS:-

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

LISTING AGREEMENT :-

The equity shares of the company are listed on the Stock Exchange at New Delhi. The company has already paid listing fees for the year 2011-2012 to the Delhi Stock Exchange.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients, Reserve Bank of India, Western Union Financial Services Inc, U.S.A, Company''s Bankers, Government Agencies and Employees of the company for their continued support & co-operation.

For & On Behalf of the Board For & On Behalf of the Board

Sd/- Sd/- (SAT PAUL BANSAL) (RAJNEESH BANSAL) CHAIRMAN CUM MANAGING DIRECTOR DIRECTOR

PLACE : CHANDIGARH DATED: September 2, 2011

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