Research Paper On Annual Report

48th Annual Report
2020-2021
P. H. CAPITAL LIMITED
BOARD OF DIRECTORS
Shri. Rikeen P. Dalal (Executive Director)
Smt. Sejal R. Dalal (Woman Director - Non Executive)
Shri. Roshan Jain (Independent Director - Non Executive)
Shri. Naveen Chaturvedi (Independent Director - Non Executive)
COMPANY SECRETARY AND COMPLIANCE OFFICER

Shri. Saurabh
CHIEF FINANCIAL OFFICER

Shri.Samir Desai
AUDITORS
Sanjay Raja Jain & Company CONTENTS
Chartered Accountants
1. Management Team ...............................
SECRETARIAL AUDITORS 2. Notice ................................................... 1

M/s Dhirendra Maurya & Associates, 3. Director's Report ................................ 19
Practicing Company Secretary 4. Management Discussion & Analysis
(Annexure-A) ...................................... 32
BANKERS 5. Secretarial Audit Report (MR-3)
HDFC Bank Limited. (Annexure-B) ...................................... 35
Corporation Bank
6. Extract of Annual Return (MGT-9)
Kotak Mahindra Bank Limited. (Annexure-C) ...................................... 39
7. Details pertaining to remuneration as
REGISTERED OFFICE required under section 197(12) of the
5D, Kakad House, 5th Floor,'A' Wing, companies act, 2013 read with rule 5
Sir Vithaldas Thackersey Marg, New Marine Lines, (Annexure-D) ...................................... 48
Mumbai - 400 020. 8. Independent Auditor's Report ............ 49
Tel No. 022 - 2201 9473. Fax NO. 022 - 2201 2105.
9. Balancesheet .................................... 59
10. Statement of Profit and
REGISTRARS & SHARE TRANSFER AGENTS
M/s. Bigshare Services Pvt. Ltd. Loss Account ..................................... 60
1ST Floor, Bharat Tin Works Building, 11. Cash flow Statement ......................... 61
Opp. Vasant Oasis, Makwana Road, Marol, 12. Statement of Changes in Equity ........ 62
Andheri (East), Mumbai - 400 059.
13. Accounting Policies and Notes on
Tel. No. : 022 – 6263 8200 Accounts ............................................ 63
48th ANNUAL REPORT 2020-21

P.H. CAPITAL LIMITED

(CIN: L74140MH1973PLC016436)
Registered Office: 5D, Kakad House, 5th Floor, ‘A’ Wing, Sir Vithaldas Thackersey Marg, Opp. Liberty
Cinema, New Marine Lines, Mumbai – 400020.Phone: 022-22019473 / 022-
22019417 E-mail Id: phcapitalltd@gmail.com Website: www.phcapital.in
NOTICE
NOTICE is hereby given that the Forty Eighth Annual General Meeting of the Members of P.H.CAPITAL
LIMITED (‘The Company’) will be held on Monday, 20th September, 2021 at 03.00 p.m. IST through Video
Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the Audited Financial Statement of the Company for the Financial Year
ended March 31, 2021, along with the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Rikeen Dalal (DIN: 01723446), who retires by rotation and being
eligible offers himself for re-appointment.
Special Business:
3. Re-appointment of Mrs. Sejal Rikeen Dalal (DIN: 01723369) as Non-Executive Woman Director:
To consider, and if thought fit, to pass, the following Resolution as ORDINARY RESOLUTION: -
“RESOLVED THAT pursuant to Sections 149 and 152 of the Companies Act, 2013 and other applicable
provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013,
(“Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including
any statutory modification(s) or enactment thereof for the time being in force) and the applicable
provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mrs. Sejal Rikeen Dalal (DIN: 01723369) who was re-appointed
as Additional (Non-Executive Woman Director) by the Board of Directors of the Company, on the
recommendation of the Nomination and Remuneration Committee at their meeting held on March 26,
2021, be and is hereby re-appointed as Non-Executive Woman Director of the Company, liable to
retire by rotation .”
4. Re-Appointment of Mr. Naveen Chaturvedi (DIN: 00004745) as an Independent Non-Executive

Director for a second term of five years
1 48th ANNUAL REPORT 2020-21

To consider, and if thought fit, to pass, the following Resolution as a SPECIAL RESOLUTION:-
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions
of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with
Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, Mr. Naveen Chaturvedi (DIN: 00004745),
who was appointed as an Independent Non-Executive Director of the Company for an initial term of two
years up to August 5, 2021, be and is hereby re-appointed as an Independent Non-Executive Director of the
Company for a further term of five years to hold office for a second term commencing from August 6, 2021
to August 5, 2026.”
By order of Board of Directors

For PH CAPITAL LIMITED.
Rikeen Pradip Dalal

Director
DIN: 01723446
Place: Mumbai
Date : 06.08.2021
Notes:
1. In view of the continuing COVID-19 global pandemic and restrictions on the movements apart from
social distancing requirement, the Ministry of Corporate Affairs (“MCA”) has vide its Circular No. 02/
2021 dated 13th January, 2021 in continuation to its earlier General Circulars, i.e. Circular No. 14/2020
dated 08th April, 2020, Circular No. 17/2020 dated 13th April, 2020, Circular No. 20/2020 dated 05th May,
2020, and Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11
issued by the SEBI (hereinafter collectively referred to as “the Circulars”), permitted the holding of the
AGM through VC / OAVM, without the physical presence of the Members at a common venue. In
compliance with the Circulars, the forthcoming Annual General Meeting (“AGM”) will be held through
VC/OAVM. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars
13th January, 2021, in continuation and read with its Circulars dated 08th April, 2020, 13th April, 2020
and 05th May, 2020, the Company is providing facility of remote e-voting to its Members in respect of
the business to be transacted at the AGM. For this purpose, the Company has entered into an
agreement with Central Depository Services (India) Limited (“CDSL”) for facilitating voting through
electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using
remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
3. The Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled
time of the commencement of the Meeting by following the procedure mentioned in the Notice. The
facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members
on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or
more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the
Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account
of first come first served basis.
4. In compliance with the Circular No. 02/2021 dated 13th January, 2021 in continuation to its earlier
General Circulars 14/2020 dated 8th April, 2020, the facility to appoint proxy to attend and cast vote for
the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of
the Companies Act, 2013, representatives of the members such as the President of India or the
Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes
through e-voting. The Route Map is not annexed in this Notice.
5. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose
of reckoning the quorum under section 103 of the Companies Act, 2013.
6. In compliance with the MCA Circular No. 02/2021 dated 13th January, 2021 in continuation to its earlier
General Circulars Circular No. 17/2020 dated 13th April, 2020, the Notice calling the AGM has been
uploaded on the website of the Company at www.phcapital.in. The Notice can also be accessed from
the websites of the Stock Exchange i.e. Bombay Stock Exchange (“BSE”) Limited at www.bseindia.com.
The AGM Notice is also disseminated on the website of Central Depository Service Limited (“CDSL”)
(agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e.
www.evotingindia.com.

7. The recorded transcript of the forthcoming AGM shall also be made available on the website of the
Company – www.phcapital.in.
8. The Members joining the meeting through VC/OAVM, who have not casted their vote by means of
remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members
who have cast their vote by remote e-voting prior to the AGM shall join the AGM through VC/OAVM, but
shall not be entitled to cast their vote again.
9. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, which sets out
details relating to special business at the Meeting is annexed and forms part of the Notice.
10. Members are requested to intimate changes, if any, pertaining to their name, postal address, email
address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations,
power of attorney, bank details such as, name of the bank and branch details, bank account number,
MICR code, IFSC code, etc., to their Depository Participant in case the shares are held in electronic
form and to M/s. Bigshare Services Private Limited, at investor@bigshareonline.com in case the
shares are held in physical form.
11. The Register of Members and Share Transfer Books of the Company will remain close from Tuesday,
September 14, 2021 to Monday, September 20, 2021 (both days inclusive) for the purpose of AGM.
12. The Company has appointed Mr. Dhirendra Maurya, Practicing Company Secretary, (M. No. FCS
22005 & C.P. No. 9594) and Proprietor of M/s. Dhirendra Maurya and Associates, Practicing Company
Secretaries, Thane as the Scrutinizer for conducting the remote e-voting process as well as the e-
voting at the AGM, in a fair and transparent manner.
13. The Members desirous of obtaining any information concerning Accounts and Operations of the
Company are requested to address their questions by writing an email to the Company at least 7 days
before the date of the AGM at phcapitalltd@gmail.com so that the information required may be made
available at the AGM.
14. The Members are requested to:
a. Intimate changes, if any, in their registered addresses immediately.
b. Quote their ledger folio number in all their correspondence.
c. Send their Email address to the Company/Registrar and Share Transfer Agent for prompt
communication and update the same with their Depository Participants to receive softcopy of the
Annual Report of the Company.

15. The Register of Directors and Key Managerial Personnel and their shareholding, and the Register of
Contracts or Arrangements in which the directors are interested, maintained under the Companies
Act, 2013 and rules thereunder, will be available for inspection by the Members electronically during
the AGM. The Members seeking to inspect such documents can send an email to
phcapitalltd@gmail.com.
16. In compliance with Securities and Exchange Board of India, Circular dated 20th April, 2018, shareholders
holding shares of the Company in the physical form are required to provide details of the Permanent
Account Number issued by Income Tax Department and Bank Account Details to the Share Transfer
Agent of the Company, Bigshare Services Private Limited, 1st Floor, Bharat Tin Works Building, Opp.
Vasant Oasis, Makwana Road, Marol, Andheri (East), Mumbai – 400 059 having email Id :
investor@bigshareonline.com
17. The instructions for Remote e-voting and e-voting during AGM through VC/OAVM are as under:
(i) The e-voting period will commence on September 16, 2021 at 9 a.m. and will end on September
19, 2021 at 5 p.m. During this period, the Members of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date (record date) of September 13,
2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting
thereafter.
(ii) The Members who have voted prior to the AGM date would not be entitled to change or cast their
vote again at the meeting.
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020,

under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect
of all shareholders resolutions. However, it has been observed that the participation by the public
non-institutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on various ESPs and maintenance of multiple
user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has
been decided to enable e-voting to all the demat account holders, by way of a single login
credential, through their demat accounts/ websites of Depositories/ Depository Participants.
Demat account holders would be able to cast their vote without having to register again with the
ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and
convenience of participating in e-voting process.

(iv) In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, the
e-voting facility provided by Listed Companies, an individual shareholders holding securities in
demat form are allowed to vote through their demat account maintained with Depositories and
Depository Participants. The shareholders are advised to update their mobile number and email
Id with their respective Depository Participants in order to access e-Voting facility.
Pursuant to aforesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for
Individual shareholders holding securities in Demat mode is given below:
Type of shareholders Login Method
Individual Shareholders 1) Existing users who have opted Easi / Easiest facility, can
holding securities in Demat login through their existing user id and password.
mode with CDSL Option will be available to reach e-Voting page without any
further authentication. The URL for users to login to Easi /
Easiest is https://web.cdslindia.com/myeasi/home/login or
visit CDSL website www.cdslindia.com and click on Login
icon and select New System Myeasi.
2) After successful login, the Easi / Easiest user will be able
to see the e-voting menu. The Menu will have links of e-
voting service provider i.e. NSDL. Click on NSDL to cast
your vote.
3) If the user is not registered for Easi/Easiest facility, option
to register is also available at https://web.cdslindia.com/
myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-voting page by
entering Demat Account Number and Permanent Account
Number through e-voting link available on
www.cdslindia.com home page. The system will
authenticate the user by sending One Time Password
(OTP) on registered Mobile Number & Email Id, as provided
in the user’s demat account. After successful authentication,
user be provided links for the respective E-voting Service
Provider i.e. CSDL where the e-voting is in progress.
Individual Shareholders 1) If you have already registered with NSDL IDeAS facility,
holding securities in demat please visit the e-Services tab on NSDL website. Open
mode with National Securities web browser by typing the following URL: https://
Depository Limited (“NSDL”) eservices.nsdl.com either on a Laptop / Desktop / Mobile
devices. Once the home page of e-Services is reflecting on
your screen, click on the “Beneficial Owner” icon under
“Log on” which is available under ‘IDeAS’ section. A new

Type of shareholders Login Method
page will appear on your screen. On entering, user ID and

Password and on successful authentication, you will be
able to see e-voting services. Click on “Access to e-voting”
under e-voting services and you will be able to see e-voting
page. Click on the name of the Company or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-
Voting period or for joining the virtual meeting & vote during
the meeting.
2) If the user has not registered with NSDL IDeAS facility,
option to register is available at https://eservices.nsdl.com.
Select “Register Online for IDeAS” Portal or click at https:/
/eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit
the website of NSDL for e-Voting. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on Laptop / Desktop / Mobile devices. Once the home
page of e-voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number held
with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can
see e-voting page. Click on options available against the
Company name or “e-voting service provider – NSDL” and
you will be redirected to e-voting website of NSDL for
casting your vote during the remote e-voting period or joining
virtual meeting & voting during the meeting.
Individual Shareholders You can also login using the credentials of your demat account
(holding securities in demat provided by your Depository Participant registered with NSDL/
mode) login through their CDSL for e-voting facility. Once login, you will be able to see e-
Depository Participants voting option. Once you click on e-voting option, you will be
able to see e-Voting option. Once you click on e-Voting option,
you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e-Voting
feature. Click on company name or e-Voting service provider
name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.

Important note: Members who are not able to login, are advised to use Forget User ID and
Forget Password option.
Helpdesk for Individual Shareholders holding securities in demat mode, for any technical
issues related to login can contact on the following:
Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact CDSL
holding securities in Demat helpdesk by sending a request at
mode with CDSL helpdesk.evoting@cdslindia.com or contact at
022- 23058738 and 022-23058542/43.
Individual Shareholders Members facing any technical issue in login can contact NSDL
holding securities in Demat helpdesk by sending a request at evoting@nsdl.co.in or call at
mode with NSDL toll free number: 1800 1020 990 and 1800 22 44 30
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders
other than individual holding in Demat form.
a. The shareholders should log on to the e-voting website www.evotingindia.com.
b. Click on “Shareholders” module
c. Now Enter your User ID
i. For CDSL: 16 digits beneficiary ID,
ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
iii. Shareholders holding shares in Physical Form should enter Folio Number registered
with the Company.
d. Next, enter the Image Verification as displayed and Click on Login.
e. If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any company, then your existing password is to be used.
f. If you are a first time user follow the steps given below:
For Shareholders holding shares in Demat Form and Physical Form other than
individual and Physical Form
PAN Enter your 10digit alpha-numeric PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/Depository
Participant the first two letters of their name and the 8 digits of the sequence
number in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
Bank your demat account or in the company records in order to login
Details • If both the details are not recorded with the depository or company please enter the
OR member id / folio number in the Dividend Bank details field as mentioned in
Date of Birth instruction (v).
(DOB)
(vi) After entering these details appropriately, click on "SUBMIT" tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection
screen. However, shareholders holding shares in demat form will now reach 'Password
Creation' menu wherein they are required to mandatorily enter their login password in the new
password field. Kindly note that this password is also to be used by the demat holders for voting
for resolutions of any other company on which they are eligible to vote, provided that company
opts for e-voting through CDSL platform. It is strongly recommended not to share your password
with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on
the resolutions contained in this Notice.
(ix) Click on the Electronic Voting Sequence Number (EVSN) of P H Capital Limited on which you
choose to vote.
(x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the
option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that
you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box
will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on
"CANCEL" and accordingly modify your vote.
(xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting
page.
(xv) If a demat account holder has forgotten the changed login password then Enter the User ID and
the image verification code and click on Forgot Password & enter the details as prompted by the
system.

(xvi) Note for Non - Individual Shareholders and Custodians
i. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are
required to log on to www.evotingindia.com and register themselves in the Corporate module.
ii. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk evoting@cdslindia.com.
iii. After receiving the login details a Compliance User should be created using the admin login
and password. The Compliance User would be able to link the account(s) for which they
wish to vote on.
iv. The list of accounts linked in the login should be mailed to helpdesk.evoting@ cdslindia.com
and on approval of the accounts they would be able to cast their vote.
v. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued
in favour of the Custodian, if any, should be uploaded in PDF format in the system for the
scrutinizer to verify the same.
vi. Alternatively Non Individual shareholders are required to send the relevant Board Resolution/
Authority letter etc. together with attested specimen signature of the duly authorized signatory
who are authorized to vote, to the Scrutinizer and to the Company at the email address viz;
phcapitalltd@gmail.com , if they have voted from individual tab & not uploaded same in the
CDSL e-voting system for the scrutinizer to verify the same.
(xvii) Process for those Shareholders whose Email Ids / Mobile Number are not registered with the
Company/Depositories.
i. If you are a Shareholder holding shares in physical mode please provide Folio No., Name
of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested
scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by an
email to phcapitalltd@gmail.com or investor@bigshareonline.com
ii. If you are a Non-Individual Shareholder viz. Institutions and Corporate Shareholders holding
shares in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit
beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-
attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card)
by an email to phcapitalltd@gmail.com or investor@bigshareonline.com

iii. Alternatively shareholder/members may also send a request to evoting@nsdl.co.in for

procuring user id and password for e-voting by providing above mentioned documents.
iv. If you are an Individual shareholder holding securities in demat mode, you are requested to
refer to the login method explained at i. Login method for e-Voting and joining virtual meeting
for Individual shareholders holding shares in demat mode.
(xviii) Instructions for Shareholders Attending the AGM through VC/OAVM & E-voting during meeting
are as under:
i. The Members will be provided with a facility to attend the AGM through VC/OAVM through the
NSDL e-voting system. The Members may access the same by following the steps mentioned
above for "Access to NSDL e-voting system". After successful login, you can see link of "VC/
OAVM link" placed under "Join General meeting" menu against the Company name. You are
requested to click on VC/OAVM link placed under "Join General Meeting" menu. The link for
VC/OAVM will be available in Shareholder/ Member login where the EVSN of the Company
will be displayed. Please note that the members who do not have the User ID and Password
for e-voting or have forgotten the User ID and Password may retrieve the same by following
the remote e-voting instructions mentioned above in the Notice to avoid last minute rush.
ii. The Members can participate in AGM through Laptop / Desktop / Mobile devices, however,
for better experience and smooth participation, it is advisable to join the Meeting through
Laptops connected through broadband. Further, the Members will be required to allow
Camera and use Internet with a good speed to avoid any disturbance during the Meeting.
Please note that Participants connecting from Mobile devices or Tablets or through Laptops
connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their
respective network. It is, therefore, recommended to use stable Wi-Fi or LAN connection to
mitigate any kind of aforesaid glitches.
iii. The procedure for e-voting on the day of the AGM is same as the instructions mentioned
above for Remote e-voting.
iv. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote e-voting and are otherwise not barred
from doing so, shall be eligible to vote through e-voting system available during the AGM.
v. If any Votes are cast by the shareholders through the e-voting available during the AGM and

if the same shareholders have not participated in the meeting through VC/OAVM facility, then
the votes cast by such shareholders shall be considered invalid as the facility of e-voting
during the meeting is available only to the shareholders attending the meeting.
vi. Shareholders who would like to express their views/ask questions during the meeting may
register themselves as a speaker by sending their request in advance atleast 7 days prior
to meeting mentioning their name, demat account number/folio number, email id, mobile
number at phcapitalltd@gmail.com. Those shareholders who have registered themselves
as a speaker will only be allowed to express their views/ask questions during the meeting.The
shareholders who do not wish to speak during the AGM but have queries may send their
queries in advance 7 days prior to meeting mentioning their name, demat account number/
folio number, email id, mobile number at phcapitalltd@gmail.com (company email id).
These queries will be replied to by the company suitably by email.
In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under
help section or write an email to helpdesk.evoting@cdslindia. com or call 022-23058738
and 022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed
to Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing,
25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East),
Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-
23058542/43.
18. The Members can update their mobile number and e-mail id in the user profile details of the folio
which may be used for sending future communication(s).
19. A person, whose name is recorded in the register of members or in the register of beneficial owners
maintained by the Depositories as on the cut-off date September 13, 2021 shall be entitled to avail the
facility of remote e-voting as well as e- voting at the AGM.
20. The Chairman, at the end of the AGM shall allow to vote on the resolutions to all those members who
are present/logged in at the AGM but have not casted their votes by availing the remote e-voting facility.
21. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast
at the meeting and, thereafter, unblock the votes cast through remote e-voting and shall not later than

three days of the conclusion of the meeting, issue a consolidated Scrutinizer's Report of the total votes
cast in favour or against, if any, to the Chairman or a person authorized by him in writing who shall
countersign the same.
22. The results declared, along with the Scrutinizer's Report, will be posted after the declaration of the
same by the Chairman on the Company's website at www.phcapital.in and also on the website of
CDSL at www.cdslindia.com.
23. For any other queries relating to the shares of the Company, the Members may contact the Registrar
and Share Transfer Agent at the following address:
M/s. Bigshare Services Private Limited

1st Floor, Bharat Tin Works Building,
Opp. Vasant Oasis, Makwana Road,
Marol, Andheri (East), Mumbai 400059, India.
Tel: 022-6263 8200
E-mail: investor@bigshareonline.com

Rikeen Pradip Dalal

Director
DIN: 01723446
Place: Mumbai
Date : 06.08.2021

ANNEXURE TO NOTICE
Explanatory Statement
The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) and the
Rules framed thereunder sets out all material facts relating to the businesses mentioned under Item Nos.
3 and 4 of the accompanying Notice.
ITEM NO.3
The Board of Directors of the Company and the Members of the Company had approved the appointment
of Mrs. Sejal Dalal (DIN: 01723369) as a Non - Executive Woman Director of the Company, for an initial
term of two years, with effect from March 25, 2019 and the current term of Mrs. Sejal Dalal (DIN: 01723369)
as a Non - Executive Woman Director of the Company came to an end on March 25, 2021. The Board of
Directors of the Company, on the recommendation of the Nomination and Remuneration Committee at
their meeting held on March 26, 2021, had reappointed Mrs. Sejal Dalal (DIN: 01723369) as an “Additional
Non - Executive Woman Director” of the Company, subject to the approval of members, who shall hold
office of the Director till the conclusion of the ensuing Annual General Meeting, and is eligible for appointment
as Non-Executive Woman Director. The Company has received notice under Section 160 of the Companies
Act, 2013 from a member signifying his intention to propose her candidature for directorship of the Company.
The reappointment of Mrs. Sejal Dalal, as a Non-Executive Woman Director of the Company, liable to retire
by rotation, is now being placed before the Members, for their approval. The brief profile of Mrs. Sejal Dalal
is given below:
Mrs. Sejal Rikeen Dalal has more than a decade of experience in Accounting & Administration in investment
broking firm. She also has an experience in Fashion Industry (for men) and a website under the label of
Ray & Dale for past few years. She is also an Image Consultant and proficient in soft skills.
The details of Mrs. Sejal Dalal pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial
Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India are provided
in the “Annexure” to the Notice.
The Board commends the Ordinary Resolution set out at Item No. 3 of the accompanying Notice for the
approval of the Members of the Company. Other than Mrs. Sejal Dalal and Mr. Rikeen Dalal, and their
relatives no other Directors, Key Managerial Personnel or their relatives are concerned or interested in the
Resolution mentioned at Item No. 3 of the Notice.

ITEM NO.4
Section 149 of Companies Act, 2013 (“the Act”) read with provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
inter alia provide that an independent director shall hold office for a term of up to five consecutive years and
shall be eligible for re-appointment for a further term of five consecutive year with the approval of the
members through a special resolution.
Mr. Naveen Chaturvedi (DIN: 00004745) was appointed as an Independent Director on the Board of the
Company for a period of two years with effect from August 05, 2019, in accordance with the provisions of
Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014.
He held office as an Independent Director of the Company up to August 05, 2021. The Nomination and
Remuneration Committee of the Board of Directors, on the basis of the report of performance evaluation
of Independent Directors, has recommended re- appointment of Mr. Naveen Chaturvedi as an Independent
Director for a second term for a period of 5 (five) years on the Board of the Company in accordance with the
provision of Section 149(10) of the Act with effect from August 6, 2021 up to August 5, 2026.
The Company has also received from Mr. Naveen Chaturvedi, a declaration, in terms of Section 149 of the
Act and the Rules and under the Securities and Exchange Board of India (Listing Obligations. And Disclosure
Requirements) Regulations, 2015, stating that he is qualified to be re-appointed as an Independent
Director of the Company. Mr. Naveen Chaturvedi is not disqualified from being appointed as Director in
terms of Section 164 of the Act and has given his consent to continue to act as an Independent Director of
the Company.
Mr. Naveen Chaturvedi has more than 20 years of experience related to Investments and Financial markets
sector. Out of the total experience he has more than 10 years of Experience working with NBFCs.
In the opinion of the Board, Mr. Naveen Chaturvedi fulfil the conditions for appointment as Independent
Director as specified in the Act and the Listing Regulations. Mr. Naveen Chaturvedi is independent of the
management. The Board, based on the performance evaluation of Independent Director and as per the
recommendation of the Nomination and Remuneration Committee, considers that, given his background
and experience and contribution made by him during his tenure, the continued association of Mr. Naveen
Chaturvedi would be beneficial to the Company and it is desirable to continue to avail his services as
Independent Director. Accordingly, it is proposed to re-appoint Mr. Naveen Chaturvedi as Independent
Director of the Company, not liable to retire by rotation and to hold office for second term for a period of 5
(five) consecutive years on the Board of the Company.

The Board commends the Special Resolution at Item No. 4 of the accompanying Notice, for the approval
of the Members of the Company.
Mr. Naveen Chaturvedi is interested in the Resolution mentioned at Item No. 4 of the Notice pertaining to
his appointment. Other than Mr. Naveen Chaturvedi and his relatives none of the other Director or Key
Managerial Personnel or their relatives, are concerned or interested in the Resolution mentioned at Item
No. 4 of the Notice.
The details of Mr. Naveen Chaturvedi pursuant to the provisions of (i) the Listing Regulations and (ii)
Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India
are provided in the “Annexure” to the Notice.

Rikeen Pradip Dalal

Director
DIN: 01723446
Place: Mumbai
Date : 06.08.2021

DISCLOSURE REGARDING APPOINTMENT & RE-APPOINTMENT OF DIRECTORS IN THE ENSUING AGM
(In Pursuance of Regulation 36 (3) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015
Name of director Mrs. Sejal Dalal Mr. Naveen Chaturvedi Mr. Rikeen Dalal
Director Identification 01723369 00004745 01723446

Number (DIN)
Date of Birth 26/09/1965 01/07/1980 15/03/1963
Nationality Indian Indian Indian
Date of first Appointment 25/03/2019 05/08/2019 02/09/1994
Qualifications Bachelors of Commerce Chartered Accountant and Bachelors of
Bachelors of Commerce Commerce
Number ofShares held 3,50,100 NIL NIL

in the Company
Expertise in specific Mrs. Sejal Rikeen Dalal has Mr. Naveen Chaturvedi has Mr. Rikeen Dalal has more
Functional areas more than a decade of more than 20 years of than 33 Years of
experience in Accounting experience in Investments experience in Stock
& Administration in and Financial markets Broking, Banking, Retails &
investment broking firm. sector. He also has an Wholesale Distribution of
She has also got experience of more than 10 Financial products and
experience in fashion years in Non-Banking related financial services.
industry (for men) and a Financial Companies He has also been
website under the label of associated with the
Ray & Dale for past few Company as Director since
years. She is an Image 1994.
Consultant and also
proficient in soft skills.
Directorship on the other Nil Nil Nil
listed Companies

Membership/ Chairmanship Nil Nil Nil

of Committees of the Board
of other Listed Companies
Relationship between Wife of Executive Director, NIL Husband of Non-

Director Inter se Mr. Rikeen Dalal Executive Director,
Mrs. Sejal Dalal
No. of Board meetings 5 out of 4 5 out of 5 5 out of 5
attended during the Financial

Year 2020-21
Details of remuneration NA NA Rs. 2,40,000
last drawn (FY 2020-21)

DIRECTORS’ REPORT
To the Members,
The Board of Directors (“Board”) of P H Capital Limited (“The Company”) are pleased to present the 48th
Annual Report and the Audited Financial Statements for the Financial Year (“FY”) ended March 31, 2021.
1. Financial Results
The salient features of the Company’s working for the year ended March 31, 2021 are as under:
PARTICULARS FY 2020-2021 FY 2019-2020
Revenue 48,29,27,711 59,09,44,746
Other Income 647 263
Total Income (A) 48,29,28,358 59,09,45,009
Purchase of Stock in Trade 44,58,34,300 56,42,21,142
(Increase)/Decrease in Stock in Trade -12,93,67,120 4,44,65,455
Employee Benefit Expense 43,04,001 42,22,192
Other Expenses 30,86,388 44,39,985
Depreciation & Amortization 3,35,811 3,09,642
Finance Cost 13,39,928 34,30,875
Total Expenses (B) 32,55,33,308 62,10,89,291
Profit/Loss before Tax (A-B) 15,73,95,050 (3,01,44,282)
Tax Expenses 5,44,31,743 34,28,677
Profit/Loss after Tax 10,29,63,307 (2,67,15,605)
2. Operations
During the FY ended March 31, 2021, the Company has recorded total revenue of Rs. 48,29,28,358/-
as compared to Rs. 59,09,45,009/- for FY ended March 31, 2020 and net profit of Rs. 10,29,63,307/-
as compared to net Loss of Rs. 2,67,15,605/- for FY ended March 31, 2020.
3. Global health pandemic from COVID-19
Consequent to the outbreak of the COVID-19 pandemic, the Indian Government announced a lockdown
in March 2020. Subsequently, the national lockdown was lifted by the Government. With the second

wave which has seen sudden increase in the number of cases, regional lockdowns continue. The
Company continued its operations by strictly adhering to the minimal staff strength requirement and
maintaining social distance and adhering to other precautions as per the Government directions.
The impact of COVID-19, including changes in customer behavior and pandemic fear, as well as
restrictions on business and individual activities, has led to significant volatility in global and Indian
financial markets.
All operations and services of the clients were smoothly ensured without any interruptions of the
activities as trading, settlement, Stock Exchanges and Depository functions are fully-automated and
seamless. The Company had been operating in the normal course and there have been no adverse
impact on the revenues or operational parameters during the FY ended March 31, 2021.
Web Address of Annual Return
The draft of the Annual Return of the Company for the Financial Year 2020-21 referred in sub-section
(3) of Section 92 has been placed on the Company’s website viz. www.phcapital.in
4. Change in Nature of Business
There was no change in the nature of business of company during the FY ended March 31, 2021.
5. Dividend
In order to conserve the resources of the Company and considering the Business Plan of the Company,
the Board have not recommended any dividend on the Equity Shares of the Company for the FY ended
March 31, 2021.
6. Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of the Company
which have occurred between March 31, 2021 and the date of the Directors Report.
7. Transfer to Reserves
The Company did not transfer any amount to the General Reserves.
8. Share Capital
The Authorised Share Capital of the Company is Rs. 4,00,00,000/-. The Issued, Subscribed and Paid-
up Equity Share Capital of the Company as on March 31, 2021, was Rs. 3,00,01,000/- comprising
30,00,100 Equity Shares of Rs.10/- each. There were no changes in the share capital during the year.

9. Deposits
The Company did not hold any public deposits at the beginning of the year nor has it accepted any
public deposits during FY 2020-21.
10. Subsidiary/Associate/ Joint Venture Companies
The Company does not have any Subsidiary / Associates / Joint Venture company.
11. Board Evaluation
The Board of the Company has carried out an annual evaluation of its own performance, and of the
individual Directors as well as an evaluation of the working of all the Committees of the Board,
pursuant to the provisions of the Act.
The performance evaluation was carried out by seeking inputs from all the Directors / Members of the
Committee, as the case may be. The criteria for evaluation of the Board as a whole, covered parameters
such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management.
The criteria for evaluation of Individual Directors covered parameters such as knowledge and
competency, fulfilment of functions, ability to function as a team, etc. on the basis of criteria such as
the board composition and structure, effectiveness of board processes, information and functioning,
etc.
The Independent Directors has reviewed the performance evaluation of Non-Independent Directors,
Chairman of the Board and Board as a whole for the FY 2020-21.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual
directors on the basis of criteria such as the contribution of the individual Director to the Board and
Committee Meetings such as participation on the issues to be discussed, significant and beneficial
contribution and responses in meetings, etc.
The meeting of Board which was held after the meeting of Nomination and Remuneration Committee,
the performance of the Board, its Committees, and an individual directors was also discussed. The
performance evaluation of an Independent Directors was done by the entire Board, excluding an
Independent Director who was being evaluated.
12. Director & Key Managerial Personnel and any Change thereof:
The Board of Directors of the Company comprises of 1 (one) Executive Director, 1 (one) Non-Executive
Woman Director and 2 (two) Non – Executive Independent Directors.
During FY 2020-21, Mr. Mukesh Kumar Jain ceased to be a Director of the Company with effect from

January 22, 2021 upon completion of his term. Mr. Mukesh Kumar Jain was appointed as an
Independent Director of the Company for second consecutive term on November 11, 2019 for a period
of one year which expired on January 22, 2021.
The Company has received declarations from the Independent Directors viz. Mr. Roshan Jain and Mr.
Naveen Chaturvedi stating that, they meet the criteria of independence as provided in Section 149(6)
of the Act.
Mrs. Sejal Rikeen Dalal was re-appointed as an Additional Non-Executive Woman Director on the
Board of the Company with effect from March 26, 2021, subject to the approval of the Members of the
Company at the ensuing Annual General Meeting.
During FY 2020-21, Mr. Ankit Agarwal ceased to be the Company Secretary and Compliance Officer as
also the Key Managerial Personnel of the Company, with effect from July 09, 2021, consequent to his
resignation from the services of the Company. Mr. Saurabh was appointed as the Company Secretary
and Compliance Officer of the Company, with effect from July 09, 2021.
Mr. Naveen Chaturvedi was re-appointed as an Independent Director of the Company for a second
term of five years with effect from August 6, 2021, subject to the approval of the Members of the
Company at the ensuing Annual General Meeting.
The resolutions seeking approval of the Members for the re-appointment of Directors, Mrs. Sejal
Rikeen Dalal and Mr. Naveen Chaturvedi are forming part of the Notice of ensuing Annual General
Meeting
Mr. Rikeen Dalal who retires by rotation and being eligible offers himself for re-appointment. A resolution
seeking member’s approval for his re-appointment forms part of the Notice of Annual General Meeting.
During the FY 2020-2021 and till the approval of notice of Annual General Meeting, the Company has
/ had the following Key Managerial Personnel:
i. Mr. Rikeen Dalal. Whole-time Director
ii. Mr. Samir Desai, Chief Financial Officer
iii. Mr. Ankit Agarwal, Company Secretary (cease to be Company Secretary with effect from July 09,
2021)
iv. Mr. Saurabh, Company Secretary (with effect from July 09, 2021)

13. Director’s Responsibility Statement
In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and
submits the Director’s Responsibility Statement:
i. in the preparation of the Annual Accounts for the year ended March 31, 2021, the applicable
Accounting Standards have been followed;
ii. they 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 March 31, 2021 and of the profit of the Company for the year ended
on that date;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a ‘going concern’ basis;
v. they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
14. Meetings
A. Board Meetings
The Board duly met for Five (5) times during the FY 2020-21 i.e from April 01, 2020 to March 31, 2021.
The dates on which meetings were held are as follows:
S. No Date No. of Director Present No. of Director Absent
1 30.06.2020 3 2
2 21.08.2020 3 2
3 07.11.2020 5 0
4 10.02.2021 4 0
5 26.03.2021 3 0
The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 / Companies Act, 2013.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual General
Meeting is as under:
Name of Designation Category Number of Board Meetings Attendance

Director during the year of Last AGM
Held Present
Mr. Rikeen Dalal Chairman & Whole Time Director 5 5 Yes

Executive Director
Ms. Sejal Dalal Women Director Non-Executive & 5 4 Yes

Non-Independent
Mr. Roshan Jain Independent Non-Executive & 5 3 Yes

Director Independent
Mr. Mukesh Jain* Independent Non-Executive & 5 1 Yes

Director Independent (upto
January 22, 2021)
Mr. Naveen Independent Non-Executive & 5 5 Yes

Chaturvedi Director Independent
* Mr. Mukesh Jain ceased to be a Director of the Company with effect from January 22, 2021.
B. Committee Meetings
(i) Audit Committee
The Audit Committee comprises of three members out of which two Members, including the Chairman
of the Committee are Independent Directors. During the FY 2020-21, Four (4) Audit Committee Meetings
were convened and held.
Meetings of the Committee:
During FY 2020-21, four (4) meetings of the Audit Committee was held on the following dates:
30.06.2020, 21.08.2020, 07.11.2020 and 10.02.2021.
The Minutes of the Meetings of the Audit Committee were discussed and taken on note by the Board
at their Meeting.
The Statutory Auditors, Internal Auditors and Executive Directors/Chief Financial Officer were invited to
the meeting as and when required.
The Company Secretary of the Company is the Secretary of the Audit Committee.

The Composition of the Audit Committee and the attendance of its Members at the meeting are as
under:
Name of Members Category/ Designation No. of Meetings
Held Attended
Mr. Roshan I. Jain Chairperson 4 2
Mr. Naveen Chaturvedi Member 4 4
Mr. Rikeen Dalal Member 4 4
(ii) Nomination & Remuneration Committee
The Nomination & Remuneration Committee comprises of four members out of which two members
are Independent Directors. During the FY 2020-21, One (1) Nomination & Remuneration Committee
Meetings were convened and held.
During FY 2020-21, one (1) meeting of the Nomination & Remuneration Committee was held on the
following date: 26.03.2021.
The Minutes of the Meeting of the Nomination & Remuneration Committee were discussed and taken
on note by the Board at their Meeting.
The Composition of the Nomination & Remuneration Committee and the attendance of their
Members at the meeting:
Held Attended
Mrs. Sejal Dalal Chairperson 1 0
Mr. Roshan I. Jain Member 1 1
Mr. Naveen Chaturvedi Member 1 1
(iii) Stakeholders Relationship Committee:
The Stakeholders’ Relationship Committee comprises of three members out of which two members
including Chairman of the Committee are Independent Directors. During the FY 2020-21, Two (2)
Stakeholders’ Relationship Committee Meeting was convened and held.

Scope of the Committee:
The scope of the Shareholders Relationship Committee is to review and address the grievance of the
shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of
dividend etc, and other related activities. In addition, the Shareholders Relationship Committee also
looks into matters which can facilitate better investor’s services and relations.
During FY 2020-21, three (3) meeting of the Stakeholders’ Relationship Committee was held on the
following dates: 30.06.2020, 21.08.2020 and 07.11.2020.
The Minutes of the Meetings of the Stakeholders’ Relationship Committee were discussed and taken
on note by the Board at their Meeting.
The Company Secretary of the Company is the Secretary of the Shareholders Relationship Committee
The Composition of the Stakeholders’ Relationship Committee and the attendance of the Members
at the Meeting:
Held Attended
Mr. Roshan I. Jain Chairperson 3 1
Ms. Sejal Dalal Member 3 3
C. Shareholders Meeting:
There was only One (1) Shareholders Meeting held during the FY 2020-21. The Annual General
Meeting of the Company was held on Wednesday, 30th September, 2020 at 3:00 P.M. through video
conference/other audio visual mode for which the registered office of the company situated at 5-D,
kakad house, 5th floor, a-wing, opp. liberty cinema, new marine lines, Mumbai – 400020 shall be
deemed as the venue for the meeting.
15. Particulars of Loan, Guarantees and Investments
During the FY 2020-21, the Company had not granted any loan, provided any guarantees and made
investments covered under Section 186 of the Act and rules thereunder. The details of the investments
made by the Company are given in the notes annexed to the Financial Statements.

16. Internal Financial Control System
The Company has in place, adequate systems and procedures for implementation of Internal Financial
Control across the organization which enables the Company to ensure that the controls are operating
effectively.
17. Details of establishment of Vigil Mechanism/Whistle Blower Policy
Pursuant to the provision of Section 177(9)&(10) of the Act, the Company has formulated a Whistle
Blower Policy to establish a vigil mechanism for its Directors and employees to report their concerns
or grievances about unethical behaviour, actual or suspected fraud or violation of the company’s code
of conduct or ethics policy. The information regarding the mechanism and the channels for reporting
concerns are communicated to the relevant stakeholders. The Vigil Mechanism, Whistle Blower
Policy, are available on the website of the Company viz. www.phcapital.in
18. Particulars of Contracts or Arrangements with Related Parties
All the transactions entered into with Related Parties as defined under the Act during the FY 2020-21
were on an arm’s length basis and were in the ordinary course of business. There were no materially
significant transactions with the related parties during the FY 2020-21, which were in conflict with the
interest of the Company and hence form AOC-2 is not enclosed. The suitable disclosure required to
be disclosed as per Accounting Standard (AS-18) has been made in the notes to the Financial
Statements.
19. Corporate Governance
The Company is exempted under Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements] Regulations, 2015 with respect to Corporate Governance provisions, which shall not
apply to listed entities having Paid up Equity share capital not exceeding Rs. 10,00,00,000 /- (Rupees
Ten Crores) and Net worth not exceeding Rs. 25,00,00,000 /- (Rupees Twenty Five Crores), as on the
last day of previous financial year.
20. Management Discussion and Analysis Report
In compliance with Regulation 34 of SEBI (Listing Obligation and Disclosures Requirements)

Regulation, 2015, the Management Discussion and Analysis Report is annexed as Annexure A.
21. Auditors
A. Statutory Auditor:
M/s. Sanjay Raja Jain & Co., Chartered Accountants (Firm Registration No.120132W) were appointed
as Statutory Auditors at the 44th Annual General Meeting to hold the office until the conclusion of the 49th

Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement
of out of pocket expenses as may be incurred by them for the purpose of audit.
Pursuant to amendment notified by Ministry of Corporate Affairs, in Section 40 of the Companies

Amendment Act, 2017, thereby amending Section 139 of the Act, ratification of Statutory Auditor’s
appointment is not required at every Annual General Meeting. Accordingly, resolution for ratification of
appointment of Statutory Auditors is not proposed.
Statutory Auditor’s Report:
There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors,
in their Report on the Financial Statements of the Company for FY 2020 -21.
B. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Dhirendra Maurya,
Practicing Company Secretary (C.P. No. 9594) to undertake the Secretarial Audit of the Company for
FY 2020-21.
Secretarial Auditor’s Report:
The Secretarial Audit Report, in the prescribed Form No. MR-3, is annexed as Annexure B. There are
no qualifications, reservations or adverse remarks or disclaimers made by Mr. Dhirendra Maurya in
the Secretarial Audit Report on the Secretarial and other related records of the Company, for FY 2020-
21
C. Internal Auditor
The Company had appointed Ms. Purvi Agarwal, as an Internal Auditor of the Company for the FY 2020-
21.
22. Maintenance of Cost Records
Maintenance of Cost Audit Records as specified by the Central Government under Section 148(1) of
the Act is not applicable to the Company and accordingly such accounts and records are not required
to be maintained.
Cost Audit is not applicable to the Company.
23. Particulars of Employees
The Company does not have any employee covered under the provisions of Rule 5(2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and therefore,

this information has not been furnished as part of this Report.
The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure D and
forms a part of this Report of the Directors.
Policy on Nomination and Remuneration of Directors, KMP & Senior Employees
The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and senior
employees pursuant to the provisions of the Act which is placed on the website of the Company on
www.phcapital.in.
24. Disclosure of Frauds in the Board’s Report under Section 143 of the Companies Act, 2013
During the FY 2020-21, the Directors did not observe any transactions which would result in a fraud.
The Directors declared that the Company has not been encountered with any fraud or fraudulent
activity during the FY 2020-2021.
25. Compliance
The Company has complied and continues to comply with all the applicable regulations, circulars
and guidelines issued by the Ministry of Corporate Affairs, Stock Exchange(s) and Securities and
Exchange Board of India (SEBI) etc. from time to time.
26. Secretarial Standards of ICSI
Pursuant to the approval by the Central Government on the Secretarial Standards issued by The
Institute of Company Secretaries of India (“ICSI”) on April 10, 2015, the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01,
2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company
follows the Secretarial Standards.
27. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has place in an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. The policy is available on the website of the company i.e. www.phcapital.in
The following is a summary of sexual harassment complaints received and disposed-off during the
FY 2020-21.

No of complaints received : NIL
No of complaints disposed of : NIL
28. Development & Implementation of Risk Management Policy
The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism,
loss of profits, etc and other risks which are considered necessary by the Management. The Company
has been addressing various risks that impacts the Company. The policy on risk management is
continuously reviewed by Management of the Company.
29. Significant & Material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status of the Company
There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status of the Company.
30. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
The Company does not own any manufacturing facility and hence the particulars relating to conservation
of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 is not
applicable. The Company has neither earned nor spent any foreign exchange during the FY ended
2020-21.
31. Corporate Social Responsibility (CSR)
During the year under review, the provisions of Section 135 of the Companies Act, 2013 and Rules
made there under (“the Act”) were not applicable to the Company since the criteria prescribed under
the aforesaid section has not been applicable to the Company for three consecutive financial years
32. Share Registrar & Transfer Agent
The Company’s Registrar & Transfer Agents is Bigshare Service Private Limited (“BSPL”). BSPL is a
SEBI registered Registrar & Transfer Agent. The investors are requested to address their queries at
investor@bigshareonline.com, if any. Further, the investor can also contact to the Compliance Officer
of the Company.
33. General
The Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the FY 2020-21:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

34. Acknowledgement
The Directors wish to take this opportunity to express their sincere thanks to the Company’s Bankers
for their valuable support and to the Shareholders for their unflinching confidence in the Company.
The Directors wish to place on record their appreciation of the commendable work done, dedication
and sincerity by all the employees of the Company at all levels during the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Rikeen P. Dalal Sejal R. Dalal

Director Director
DIN: 01723446 DIN: 01723369
Place: Mumbai
Date: August 6, 2021

MANAGEMENT DISCUSSION AND ANALYSIS Annexure-A
The COVID -19 pandemic and lock down
The global economy is recovering steadily from the COVID-19 pandemic, marked by the rollout of vaccination
programs across nations, announcement of additional fiscal support in various economies and an improving
capability to contain the re-emergence of further virus outbreaks.
The only three preventives are masks, social distancing and vaccinations. Unfortunately the second wave
began in early March 2021. During the lockdown that continued throughout the FY2020-21, India’s GDP for
June 2020 quarter contracted by a massive 24.4%. The fall in GDP continued in the second quarter as the
GDP shrunk by 7.3 %.Thereafter, we have seen a rebound, - thanks to the resilience of our citizens, our
entrepreneurs and of our economy.
To counter the crippling impact of the lockdowns on economies, the world’s policymakers have resorted to
fiscal and monetary measures never seen before in global economic history.
Indian Economy Overview
The Indian economy contracted by 8.0% in FY 2020-21 as against 4.0% growth recorded in FY 2019-20,
marking a recession for the first time since 1980 as per the IMF World Economic Outlook in April 2021.
Overall economic slowdown, led by the COVID-19 onset followed by stringent lockdowns severely impacted
economic activity, bringing manufacturing and trading activities to a halt. Prolonged lockdown exacerbated
existing vulnerabilities of the country including the weakened financial sector, private investments, and
consumption demand.
The Government announced a special comprehensive package of Rs.20 trillion, equivalent to 10% of
India’s GDP under the ‘Self-Reliant India’ movement to revive the country’s economic activity. To promote
greater participation by FPIs (Foreign Portfolio Investment), the Government proposed to increase the
investment limit for FPI to 15% (currently 9%) of the outstanding stock of corporate bonds. The Government
also offered certain specified categories of investment in Government securities to be fully opened for NR
(Non-Resident) investors.
As per the FY 2020-21 Budget, fiscal deficit is expected to be 3.8% of GDP in FY 2019-20 and 3.5% in FY
2020-21. This is higher than the 3.3% and 3% envisaged for FY 2019-20 and FY 2020-21, respectively, in
the FY 2020-21 Budget.
The Reserve Bank of India (RBI) continued with the accommodative monetary stance by bringing the key
repo rate and reverse repo rate to 4% and 3.35% respectively to provide monetary stimulus and trigger
economic growth back to the earlier trajectory.
Overview of Capital Markets
Capital markets play a crucial role in the economic development of a country. They provide the financial
resources required for the long-term sustainable development of the economy. Capital markets are

therefore considered an important element as it enables higher productivity growth, higher real-wage
growth, greater employment opportunities and greater macroeconomic stability.
The current Budget is drawn with the focus to improve on the Government spending in the areas affected
by COVID-19. Its guidelines on seamless and paperless customer on-boarding procedures have played
a big role in retail participation in the capital market.
Financial Performance
The Company being mainly engaged in the business of investments activity in India all its activities revolve
around the main object and as such, in the opinion of the management, there is no separate reportable
segment.
These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS),
notified under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015, under the historical cost convention on accrual basis, except for certain financial
instruments comprises of stock in trade of shares and securities, which are measured at fair values, as
specified at places of respective categories.
Revenue from operations fall by 18.28 % due to movement/sale of shares by the management on timely
basis as per market movements. Whereas Net profit of the Company increased by 485.41 % mainly due
to the drastic escalation in the Fair Market Value of Shares and reduction in finance cost of the company as
on March 31, 2021.
Key Financial Ratios:
The key financial ratios for the financial year 2020-21 are as under:
Ratio FY 2020-21
Debt Equity Ratio 0.01
Interest Coverage Ratio 76.84
Operating Profit Margin (OPM) % 21.32 %
Net Profit Margin (NPM)% 21.31%
Return on Net worth 55.34 %
Internal Control Systems and their Adequacy
The Company has satisfactory internal control system commensurate with its business, size and operations,
the adequacy of which has been mentioned in the Auditors’ Report.
Human Resources
There has been no material development on the Human Resource / Industrial relations front during the
year. The Company had six employees as on March 31, 2021.

Opportunity
While the economy has been reeling under the pressure of the COVID-19 pandemic and nationwide
lockdowns, the trading volumes in the domestic capital markets have been on an upward trajectory. During
the lockdown, an increasing number of people turned to trading on online brokerage platforms. A shift to a
complete online process of customer enrolment and onboarding helped support the new account openings
as operations are carried on smoothly despite the restrictions placed by the pandemic.
Threats
Technology has been the most disruptive component in the broking industry. For brokerages to sustain in
the business, adapting to changing realities and focusing on adding value to investors hold the key.
Redundancy due to constant technological and digital advancement remains a threat to the broking industry.
New market entrants always are breaking through established markets, coming up with more customer
friendly solutions developed from the scratch and unencumbered by legacy systems. Customers always
demand better services, seamless experiences regardless of channel, and more value for their money.
Risk Management
Risk management is a key element of Company’s business strategy and is integrated seamlessly across
all of its business operations. The objective of the risk management process is to optimise the risk-return
equation and ensure prudent financial management; along with meticulous compliance with all extant
laws, rules, and regulations applicable to all its business activities.
Risk management is integral to the Company’s strategy. A strong risk culture is designed to help reinforce
resilience by encouraging a holistic approach to the management of risk throughout the organisation. The
Company has invested in people, processes and technology to mitigate both external and internal risks.
Outlook
Despite a softer growth, the Indian economy remains one of the fastest growing economies in the world.
The effects of external shocks such as rising global volatility, largely from financial volatility, externs from
trade disputes, and investment rerouting was contained in part by India’s strong macroeconomic
fundamentals. The policy changes including amendments to the policy related to insolvency and bankruptcy,
bank recapitalisation, and foreign direct investment further helped in coping with the de-growth. The growth
trajectory is expected to resume with public policy support and private participation. Reform measures have
been made by RBI to ease out liquidity in the markets and to encourage credit inflows via NBFC, HFC, MFIs.
Forward-looking statements
This Management Discussion and Analysis contains statements about expected future events and financial
and operating results of P H Capital Limited, which are forward-looking. By their nature, forward-looking
statements require the Company to make assumptions and are subject to inherent risks and uncertainties.
There is significant risk that the assumptions, predictions and other forward-looking statements will not
prove to be accurate. Do not place undue reliance on forward looking statements as a number of factors
could cause assumptions and actual future results or events to differ materially from those expressed in
these forward-looking statements.

SECRETARIAL AUDIT REPORT Annexure-B
for the Financial Year ended 31st March, 2021

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
P H Capital Limited
CIN: L74140MH1973PLC016436
Regd. off: 5-D, Kakad House, 5th Floor, A-Wing,
Opp. Liberty Cinema, New Marine Lines, Mumbai – 400020,
Maharashtra, India
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by P H Capital Limited (hereinafter called the “Company”). Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts /
statutory compliances and expressing my opinion thereon. I have conducted online verification and
examination of records as facilitated by the Company due to Covid-19 and subsequent lockdown situation
for the purpose of issuing this Report
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers,
agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my
opinion, the Company has, during the audit period covering the financial year ended March 31, 2021
complied with the statutory provisions listed hereunder and also that the Company has proper Board
process and compliance mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained
by the Company for the financial year ended on 31st March 2021 according to the provisions of:
(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(vi) Provisions of the following regulations and guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (“SEBI Act”) were not applicable to the Company during the financial year
under review:
a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
b. The Securities and Exchange Board of India (Employees Stock Option Scheme and Employees
Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 notified on October 28,2014;
c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.
(vii) According to explanation and information given by the Company, its officers and authorised
representatives, other than aforesaid there are no Acts/ Guidelines specifically applicable to the
Company, mentioned above.
I have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by the Institute of Company Secretaries of India;
ii) Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations,
2015 (to the extent applicable);
I report that during the year under review, the Company has complied with the provisions of the Act,
Rules, Regulations and Guidelines as applicable, mentioned above
I further report that the compliance by the Company of applicable financial laws like Direct and Indirect
Tax Laws has not been reviewed in this audit since the same has been subject to review by statutory
financial audit and other designated professionals.
I further report that:
The Board of Directors of the Company is duly constituted. The changes in the composition of the
Board of Directors that took place during the year under review were carried out in compliance with the

provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed notes
on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining
further information and clarification on the agenda items before the meeting and for meaningful
participation at the meeting
As per the minutes of the meeting duly recorded and signed by the chairman, the decisions of the
Board and its Committees were unanimous and no dissenting views have been recorded.
I further report that there are adequate systems and processes in the Company commensurate with the
size and operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
I further report that during the audit period, the company has not undertaken events / actions having a
major bearing on the Company’s affairs in pursuance to the laws, rules, regulations, guidelines, standards,
etc, referred above.
For Dhirendra Maurya & Associates

Company Secretaries
Dhirendra R. Maurya
Proprietor
Mem. No: 22005
C.P. No.: 9594
UDIN: A022005C000749116
Place: Bhayander (East)
Date: 6th August 2021
Note: This report is to be read with my letter of even date which is annexed as ‘Annexure I’ and forms an
integral part of this report.

‘Annexure-I’
To,
The Members,
P H Capital Limited
CIN: L74140MH1973PLC016436
Regd. off: 5-D, Kakad House, 5th Floor, A-Wing,
Opp. Liberty Cinema, New Marine Lines,
Mumbai – 400020, Maharashtra, India
My Report of even date is to be read with this letter:
1. Maintenance of Secretarial records is the responsibility of the management of the Company. My

responsibility is to express an opinion on these Secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of the Secretarial records. The verification was done on test
basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and
practices I followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of
the Company.
4. Wherever required, I have obtained Management representation about the compliance of laws, rules
and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations and
standards is the responsibility of the management. My examination was limited to the verification of
procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Dhirendra Maurya & Associates

Company Secretaries
Dhirendra R. Maurya
Proprietor
Mem. No: 22005
C.P. No.: 9594
UDIN: A022005C000749116
Place: Bhayander (East)
Date: 6th August 2021

Annexure-C
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2021
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
1 CIN L74140MF1973PLC016436
2 Registration Date 29/03/1973
3 Name of the Company P. H. CAPITAL LIMITED
4 Category/Sub-category of the Company Public Company Limited by Shares
5 Address of the Registered office 5D, Kakad House, 5th Floor, 'A' Wing,
& contact details Sir Vithaldas Thackersey Marg,
Opp. Liberty Cinema, New Marine Lines,
Mumbai - 400020.
Tel. No. : 022-22019473/22019417
6 Whether listed company YES
Listed in BSE Limited
7 Name, Address & contact details of the M/s. Bigshare Services Pvt. Ltd.
Registrar & Transfer Agent, if any. 1st Floor, Bharat Tin Works Building, Opp. Vasant
Oasis, Makwana Road, Marol, Andheri (East),
Mumbai - 400 059. Tel. No. : 022 – 6263 8200
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
(All the business activities contributing 10% or more of the total turnover of the Company shall be
stated)
Sr. Name & Description of NIC Code of the % to total turnover
No. main products/services Product /service of the company
1 Trading of Shares & Securities & Derivatives 65993 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

(All the business activities contributing 10% or more of the total turnover of the Company shall be
stated)
Sr. No. Name and Address CIN / GLN Holding / % of Shares Applicable
of the Company Subsidiary/ Associate Held Section
NIL

IV) SHAREHOLDING PATTERN (Equity Share Capital Break up as a percentage of Total Equity)
A) Category-wise Shareholding
Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Shareholders [As on 01-April-2020] [As on 31-March-2021] during the
year
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
(A) Shareholding of
Promoter and
Promoter Group2
1 Indian
a) INDIVIDUAL/HUF 759619 2900 762519 25.42 719300 2900 722200 24.07 (1.34)
b) Central / State
government(s) 0 0 0 0.00 0 0 0 0.00 0.00
c) BODIES
CORPORATE 540000 0 540000 18.00 540000 0 540000 18.00 0.00
d) FINANCIAL
INSTITUTIONS /
BANKS 0 0 0 0.00 0 0 0 0.00 0.00
e) ANY OTHERS
(Specify)
1 GROUP
COMPANIES 0 0 0 0.00 0 0 0 0.00 0.00
2 TRUSTS 919000 0 919000 30.63 919000 0 919000 30.63 0.00
3 DIRECTORS
RELATIVES 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL (A) (1) : 2218619 2900 2221519 74.05 2178300 2900 2181200 72.70 (1.34)
2 Foreign
a) BODIES
CORPORATE 0 0 0 0.00 0 0 0 0.00 0.00
b) INDIVIDUAL 0 0 0 0.00 0 0 0 0.00 0.00
c) INSTITUTIONS 0 0 0 0.00 0 0 0 0.00 0.00
d) QUALIFIED
FOREIGN
INVESTOR 0 0 0 0.00 0 0 0 0.00 0.00
e) ANY OTHERS
(Specify) 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL (A) (2) : 0 0 0 0.00 0 0 0 0.00 0.00
Total holding for
promoters
(A)=(A)(1) + (A)(2) 2218619 2900 2221519 74.05 2178300 2900 2181200 72.70 (1.34)
(B) Public
shareholding
4 Institutions
a) Central / State
government(s) 0 0 0 0.00 0 0 0 0.00 0.00

year
Shares Shares
b) FINANCIAL
INSTITUTIONS /
BANKS 0 0 0 0.00 0 0 0 0.00 0.00
c) MUTUAL FUNDS/
UTI 0 0 0 0.00 0 0 0 0.00 0.00
d) VENTURE
CAPITAL FUNDS 0 0 0 0.00 0 0 0 0.00 0.00
e) INSURANCE
COMPANIES 0 0 0 0.00 0 0 0 0.00 0.00
f ) FII’S 0 0 0 0.00 0 0 0 0.00 0.00
g) FOREIGN
VENTURE
CAPITAL
INVESTORS 0 0 0 0.00 0 0 0 0.00 0.00
h) QUALIFIED
FOREIGN
INVESTOR 0 0 0 0.00 0 0 0 0.00 0.00
i) ANY OTHERS
(Specify) 0 0 0 0.00 0 0 0 0.00 0.00
j) FOREIGN
PORTFOLIO
INVESTOR 0 0 0 0.00 0 0 0 0.00 0.00
k) ALTERNATE
INVESTMENT
FUND 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL (B) (1) : 0 0 0 0.00 0 0 0 0.00 0.00
5 Non-institutions
a) BODIES
CORPORATE
INDIAN 57492 26400 83892 2.80 109283 26400 135683 4.52 1.73
OVERSEAS 0 0 0 0.00 0 0 0 0.00 0.00
b) INDIVIDUAL
1 (CAPITAL UPTO
TO Rs. 1 Lakh) 265160 256900 522060 17.40 268371 256700 525071 17.50 0.10
2 (CAPITAL
GREATER
THAN Rs. 1 Lakh) 105522 14000 119522 3.98 94722 14000 108722 3.62 (0.36)
c) ANY OTHERS
(Specify)
1 HINDU UNDIVIDED
FAMILY 23458 0 23458 0.78 21188 0 21188 0.71 (0.08)

year
Shares Shares
2 TRUSTS 0 0 0 0.00 0 0 0 0.00 0.00

3 CLEARING
MEMBER 1465 0 1465 0.05 52 0 52 0.00 (0.05)
4 NON RESIDENT
INDIANS (NRI) 0 0 0 0.00 0 0 0 0.00 0.00
5 NON RESIDENT
INDIANS (REPAT) 14 0 14 0.00 14 0 14 0.00 0.00
6 NON RESIDENT
INDIANS
(NON REPAT) 170 0 170 0.01 170 0 170 0.01 0.00
7 DIRECTORS
RELATIVES 28000 0 28000 0.93 28000 0 28000 0.93 0.00
8 EMPLOYEE 0 0 0 0.00 0 0 0 0.00 0.00
9 UNCLAIMED
SUSPENSE
ACCOUNT 0 0 0 0.00 0 0 0 0.00 0.00
10 IEPF 0 0 0 0.00 0 0 0 0.00 0.00
11 QUALIFIED
FOREIGN
INVESTOR 0 0 0 0.00 0 0 0 0.00 0.00
d) NBFCs registered
with RBI 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL (B)(2) : 481281 297300 778581 25.95 521800 297100 818900 27.30 1.34
Total Public Shareholding
(B)=(B)(1) + (B)(2) 481281 297300 778581 25.95 521800 297100 818900 27.30 1.34
(C) Shares held by
Custodians and
against which
Depository
Receipts have
been issued
6
f ) SHARES HELD
BY CUSTODIANS 0 0 0 0.00 0 0 0 0.00 0.00
12 Promoter and
Promoter Group 0 0 0 0.00 0 0 0 0.00 0.00
13 Public 0 0 0 0.00 0 0 0 0.00 0.00
SUB TOTAL (C)(1) : 0 0 0 0.00 0 0 0 0.00 0.00
(C)=(C)(1) 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total
(A) + (B) + (C) 2699900 300200 3000100 100.00 2700100 300000 3000100 100.00 (0.00)

B) Shareholding of Promoters-
S. Shareholder’s Name Shareholding at the beginning of Shareholding at the end of the year % change in
No. the year [As on 1st April, 2020] [As on 31st March, 2021] shareholding
No. of % of total %of Shares No. of % of total %of Shares during the year
Shares Shares of Pledged / Shares Shares of Pledged /
the company encumbered the company encumbered
to total shares to total shares
1 RONIL RIKEEN DALAL 319 0.0106 0.0 0 0.0000 0.0 -0.0106

2 SOJAL VIKRAM
PALKHIWALA 2900 0.0967 0.0 2900 0.0967 0.0 0.0000
3 RAYAN RIKEEN DALAL 40000 1.3333 0.0 0 0.0000 0.0 -1.3333
4 TEJ PRADIP DALAL 108200 3.6065 0.0 108200 3.6065 0.0 0.0000
5 RIKEEN P. DALAL-HUF 261000 8.6997 0.0 261000 8.6997 0.0 0.0000
6 SEJAL RIKEEN DALAL 350100 11.6696 0.0 350100 11.6696 0.0 0.0000
7 TIRUPATI TRUST 444000 14.7995 0.0 444000 14.7995 0.0 0.0000
8 KRISHNA TRUST 475000 15.8328 0.0 475000 15.8328 0.0 0.0000
9 RUBY MULTIMEDIA
PRIVATE LIMITED 540000 17.9994 0.0 540000 17.9994 0.0 0.0000
TOTAL 2221519 74.048 2181200 72.7042 -1.3439
C) Change in Promoters' Shareholding (please specify, if there is no change)

SN Name of the No. of Shares At the Date Increase/ Reason Cumulative Shareholding
Promoter/ Beginning (01/04/2020)/ end Decrease at the of the year
Promoter Group of the year (31/03/2021) Shareholding [As on 31.03.2021]
No. of % of total No. of % of total

shares shares of shares shares of
the company the company
1 RUBY MULTIMEDIA 540000 18.00 31-Mar-2020 540000 18.00
PRIVATE LIMITED 540000 18.00 31-Mar-2021 540000 18.00
2 KRISHNA TRUST 475000 15.83 31-Mar-2020 475000 15.83
475000 15.83 31-Mar-2021 475000 15.83
3 TIRUPATI TRUST 444000 14.80 31-Mar-2020 444000 14.80
444000 14.80 31-Mar-2021 444000 14.80
4 SEJAL RIKEEN 350100 11.67 31-Mar-2020 350100 11.67
DALAL 350100 11.67 31-Mar-2021 350100 11.67
5 RIKEEN P. DALAL 261000 8.70 31-Mar-2020 261000 8.70
-HUF 261000 8.70 31-Mar-2021 261000 8.70
6 TEJ PRADIP DALAL 108200 3.61 31-Mar-2020 108200 3.61
108200 3.61 31-Mar-2021 108200 3.61
7 RAYAN RIKEEN 40000 1.33 31-Mar-2020 40000 1.33
DALAL 0.00 17-Jul-2020 -40,000 Sell 0 0.00
0.00 31-Mar-2021 0 0.00
8 SOJAL VIKRAM 2900 0.10 31-Mar-2020 2900 0.10
PALKHIWALA 2900 0.10 31-Mar-2021 2900 0.10
9 RONIL RIKEEN 319 0.01 31-Mar-2020 319 0.01
DALAL 0.00 28-Aug-2020 -319 Sell 0 0.00
0.00 31-Mar-2021 0 0.00

D) Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs):
Sr Name Shareholding Date Increase/ Reason Cumulative Shareholding

No. Decrease in during the year
Shareholding
No. of Shares At % of total No. of % of total
the Beginning shares of shares shares of
(01.04.2020/ end of the company the company
year 31.03.2021)
1 KAISER DEVELOPERS 32000 1.07 31-Mar-2020 0 32000 1.07
PVT LT D 1.43 29-May-2020 11000 Buy 43000 1.43
1.44 14-Aug-2020 100 Buy 43100 1.44
1.77 11-Sep-2020 10000 Buy 53100 1.77
53100 1.77 31-Mar-2021 0 53100 1.77
2 SANJAYKUMAR 51491 1.72 31-Mar-2020 0 51491 1.72
SARAWAGI 1.36 22-May-2020 -10800 Sell 40691 1.36
40691 1.36 31-Mar-2021 0 40691 1.36
3 KARAN SUNDEEP 38031 1.27 31-Mar-2020 0 38031 1.27
KARNA 38031 1.27 31-Mar-2021 0 38031 1.27
4 MANGLA HOSPITALITY 0 0.00 31-Mar-2020 Sell 0 0.00
LTD 0.01 17-Jul-2020 222 Buy 222 0.01
0.01 24-Jul-2020 79 Buy 301 0.01
0.21 14-Aug-2020 5971 Buy 6272 0.21
0.69 04-Sep-2020 14400 Buy 20672 0.69
1.02 11-Sep-2020 10000 Buy 30672 1.02
30672 1.02 31-Mar-2021 0 30672 1.02
5 ROSHAN INDERLAL 28000 0.93 31-Mar-2020 0 28000 0.93
JAIN 28000 0.93 31-Mar-2021 0 28000 0.93
6 BHANSALI FISCAL 20300 0.68 31-Mar-2020 0 20300 0.68
SERVICES PVT LTD. 20300 0.68 31-Mar-2021 0 20300 0.68
7 PAVAPURI CAPITAL & 18200 0.61 31-Mar-2020 0 18200 0.61
FINANCE LT D 18200 0.61 31-Mar-2021 0 18200 0.61
8 PRIYAM DHIRAJLAL 16000 0.53 31-Mar-2020 0 16000 0.53
THAKKAR 16000 0.53 31-Mar-2021 0 16000 0.53
9 BHUPESHKUMAR 14000 0.47 31-Mar-2020 0 14000 0.47
BABUBHAI NEGANDHI 14000 0.47 31-Mar-2021 0 14000 0.47
10 SUNDEEP ARJUN 9063 0.30 31-Mar-2020 0 9063 0.30
KARNA HUF 0.30 31-Dec-2020 -120 Sell 8943 0.30
8943 0.30 31-Mar-2021 0 8943 0.30
11 ZOEB KASAMALI 8469 0.28 31-Mar-2020 0 8469 0.28
SUTARWALA 0.28 31-Mar-2021 69 Buy 8538 0.28
8538 0.28 31-Mar-2021 0 8538 0.28

E) Shareholding of Directors and Key Managerial Personnel:
Sr. Shareholding of each Director and each Shareholding at the beginning of Shareholding at the end of the
No. Key Managerial Personnel the year As on 01-April 2020 year As on 31-March-2021
No. of % of total Shares No. of % of total Shares

Shares of the company Shares of the company
1. Mr. Rikeen Dalal - (KMP- CEO) - - - -
3. Mr.Roshan Jain 28000 0.93 28000 0.93
4. Mr. Samir Desai (KMP- CFO) 0 0 0 0
5 Mrs.Sejal Dalal 350100 11.67 350100 11.67
6 Mr.Ankit Agarwal (KMP- CS) 0 0 0 0
V) INDEBTEDNESS -
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Particular Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 1,11,49,428 - - 1,11,49,428
ii) Interest due but not paid 1,92,504 - - 1,92,504
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 1,13,41,932 - - 1,13,41,932
Change in Indebtedness during the financial year
* Addition 10,62,721 - - 10,62,721
* Reduction 1,23,63,126 - - 1,23,63,126
Net Change 1,13,00,405 - - 1,13,00,405
Indebtedness at the end of the financial year
i) Principal Amount 41,483 - - 41,483
ii) Interest due but not paid 44 - - 44
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 41,527 - - 41,527

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN. Particulars of Remuneration Name of WTD Total Amount
Rikeen Dalal
1 Gross salary 2,40,000 2,40,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 - -
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission- as % of profit- others, specify… - -
5 Others, please specify - -
Total (A) - -
Ceiling as per the Act 2,40,000 2,40,000
B. Remuneration to other directors
SN. Particulars of Remuneration Name of the Directors Total Amount

Mr. Roshan Jain, Mr. Naveen
Chaturvedi and Mr.Mukesh
Kumar Jain
1 Independent Directors
Fee for attending board committee meetings 1,75,000/- 1,75,000/-
Commission - -
Other (Travelling) - -
Total (1) 1,75,000/- 1,75,000/-
2 Other Non-Executive Directors - -
Fee for attending board committee meetings - -
Commission - -
Others, please specify - -
Total (2) - -
Total (B)=(1+2) 1,75,000/- 1,75,000/-

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Sr. Particulars of Remuneration Key Managerial Personnel Total

No
CEO CS CFO
1 Gross salary
(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961 - 3,60,000 16,97,341/- 20,57,341/-
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961 - - - -

(c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
others, specify… - - - -
5 Others, please specify - - - -
Total - 3,60,000 16,97,341/- 20,57,341/-
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Brief Details of Authority Appeal

Companies Act Description Penalty/ (RD/ made if
Punishment/ NCLT/ any
Compoundingfees Court) (give details)
imposed
A. COMPANY NA
Penalty
Punishment
Compounding
B. DIRECTORS NA
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT NA
Penalty
Punishment
Compounding
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Rikeen P. Dalal Sejal R. Dalal

Director Director
DIN: 01723446 DIN: 01723369

ANNEXURE - D
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT,
2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) AMENDMENT RULES, 2016
1. Details of Remuneration of employees as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016.
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial
year:-
Sr.no. Name of the Director& Designation Ratio of remuneration to the median remuneration
of the employees
1 Mr. Rikeen Dalal (Promoter ED ) 0.49 :1
Since Non-Executive and Independent Directors received no remuneration, except sitting fees for attending Board / Committee
meetings and reimbursement of expenses, the required details are not applicable.
(ii) The percentage increase in remuneration of each Director, CFO, CEO, Company Secretary or Manager, if any, in the
financial year
Sr.no. Name of the Director/CFO/CEO/Company Secretary % Increase over last F.Y.

1 Mr. Rikeen Dalal (Promoter ED ) NIL
2 Mr. Samir Desai (CFO) NIL
3 Mr. Ankit Agarwal – Company Secretary NIL
(iii) The percentage increase / decrease in the median remuneration 58.5

of employees in the financial year:-
(iv) The number of permanent employees on the rolls of the company 6
(v) Average percentile increase already made in the salaries of employees Average percentile decrease in remuneration
other than the managerial personnel in the last financial year and its of employees is 0.42 percentile increase in
comparison with the percentile increase in the managerial remuneration remuneration of managerial personnel is
and justification thereof and point out if there are any exceptional 15.02 %.
circumstances for increase in the managerial remuneration
We hereby affirm that the remuneration paid during the year ended 31st March, 2021 is as per the Remuneration Policy of the
Company.
2. Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial
Personnel Rules), 2014
(i) Details of top ten employees drawing remuneration pursuant to the provisions of Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014: Nil
Employees’ Designation Educational Age Experience Date of Gross Previous

Name Qualifications (Years) (In Years) Employment Remuneration Employment
Paid (In Rs) and designation
N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Note:
1. None of the employees of the Company was drawing remuneration of Rs. 8,50,000/- p.m. or Rs. 1,02,00,000/- p.a. or more
during the year.
2. None of the employees was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate
which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by
himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Independent Auditor’s Report on the Financial Statements

To the Members of
Opinion
We have audited the accompanying financial statements of P. H. CAPITAL LIMITED (“the Company”) which
comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other
Comprehensive Income), Cash Flow Statement and the Statement of changes in Equity for the year then
ended, and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and accounting principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2021, and its Profit /loss, including Other Comprehensive Income, Cash
Flow and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in
the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon. There are no other key
audit matters and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors are responsible for the preparation of the other information. The other

information comprises the information included in the Management Discussion and Analysis, Board’s
Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance
and Shareholder’s Information, but does not include the financial statements and our auditor’s report
thereon.
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management for the Financial Statements
The Company’s Management and Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 (“the Act”) with respect to the reparation of these )financial statements
that give a true and fair view of the financial position, financial performance, cash flows and changes in
equity of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards prescribed under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management and Board of Director are responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
Board of Directors are also responsible for overseeing the company’s financial reporting process.
Auditor’s Responsibility for the Audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also :
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial
controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
However, future events or conditions may cause the Company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
OTHER MATTERS
We draw attention to Note No.38, which describes the uncertainty caused by Novel Coronavirus (COVID-
19) pandemic with respect to the estimates of company’s business operations and that such estimates
may be affected by the severity and duration of the pandemic. Our opinion is not modified in respect of this
matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”
a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, based on our audit, we report that:
a. we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books;
c. the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the
Cash Flow Statement and Statement of changes in Equity dealt with by this Report are in agreement
with the books of account;
d. in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards
specified under section 133 of the Act as applicable.

e. On the basis of written representations received from the directors as on March 31, 2021 taken
on record by the Board of Directors, none of the directors are disqualified as on March 31, 2021
from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.
g. With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us,
the remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us :
i. The Company has disclosed the impact of pending litigations on its financial position in its
financial statements – Refer Note 27 to the financial statements;
ii. Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
For SANJAY RAJA JAIN & CO.

FRN:120132W
Surjeet Jain
Partner
Membership No.: 129531
Place: Mumbai UDIN: 21129531AAAADL4846
Date: 28/06/2021

“ANNEXURE A” TO THE INDEPENDENT AUDITORS’ REPORT

Referred to in Paragraph 1 under the heading “Report on other legal and regulatory requirements” of our
Independent Auditor’s Report of even date to the members of P. H. CAPITAL LTD. On the financial statements
as of and for the year ended 31.03.2021,
On the basis of such checks as we considered appropriate and according to the information and explanations
given to us during the course of our audit, we report that
(i) (a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets.
(b) As explained to us fixed assets have been physically verified by the management during the
year and no material discrepancies were noticed on such verification.
(c) According to information and explanations given to us and on the basis of our examination of
records the title deeds of immovable properties are held in the name of the company.
(ii) The inventories of the company comprise of shares and securities and accordingly the clause for
physical verification is not applicable.
(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability
partnerships or other parties covered in the Register maintained under section 189 of the Act.
Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company
and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, the company has not
granted loans, guarantees and security covered u/s 185 and 186; the investment made by the
company is in compliance with the provisions of section 186 of the Companies Act, 2013.
(v) The Company has not accepted any deposits from the public and hence the directives issued by the
Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the
Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted
from the public are not applicable.
(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of
cost records under section 148 (1) of the Companies Act, 2013.
(vii) a) According to information and explanations given to us and on the basis of our examination of
the books of account, and records, the Company has been generally regular in depositing
undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax,

Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess, wherever
applicable, and any other applicable statutory dues with the appropriate authorities. According
to the information and explanations given to us, no undisputed amounts payable in respect of
the above were in arrears as at March 31, 2021 for a period of more than six months from the
date on when they become payable.
b) According to the information and explanation given to us, there are no dues of income tax, sales
tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any
dispute except as mentioned below:
Sr. Name of Statute Nature of Dues Forum where Asst. Year Amount
No. Dispute is pending in Rs
1 Income Tax Act Income Tax Assessing Officer 2001 – 2002 8,43,938
2 Income Tax Act IT (Penalty) Assessing Officer 2001 – 2002 17,17,108
3 Income Tax Act Income Tax Assessing Officer 2018 – 2019 49,20,480
(viii) In our opinion and according to the information and explanations given to us, the Company did not
have any loan or borrowing from government and Debenture holders. The Company has not defaulted
in the repayment of dues to Banks and financial institution.
(ix) The company has not raised moneys by way of initial public offer or further public offer including debt
instruments. During the year company has not raised new term loan and the loan from bank taken
earlier has been applied for the purpose for which that was raised.
(x) During the course of our examination of the books and records of the company, carried in accordance
with auditing standard generally accepted in India, we have neither come across any instance of
fraud by the company or on the Company by its officers or employees noticed or reported during the
course of our audit nor have we been informed of any such instance by the management.
(xi) As explained to us, the managerial remuneration has been paid or provided in accordance with the
requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies
Act, 2013.
(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the
Order are not applicable to the Company.
(xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of
Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by

the applicable accounting standards.
(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year under review.
(xv) Based upon the audit procedures performed and the information and explanations given by the
management, the company has not entered into any non-cash transactions with directors or persons
connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the
Company.
(xvi) In our opinion, principal business of the Company is the dealing in shares and securities and hence
the company is in the business which is governed by RBI. The company was also registered with
SEBI as a sub-broker vide registration No. INS01A605432 dated 19th March, 2018. We were informed
that consequently the company was exempted from registration under section 45-IA of RBI Act, 1934
as per the RBI’s Master circular RBI/2015-16/15 DNBR (PD) CC. No. 052/03.10.119/2015-16 dated
01-07-2015. However, in view of SEBI circular No. SEBI/HO/MIRSD/DoP/CIR/P/2018/117 dated 03rd
August 2018, since the company has not exercised the option to migrate themselves as Trading
Member / Authorised Broker upto 31/03/2019, the registration as a sub-broker is deemed to be
surrendered. Consequently the exemption from registration under section 45-IA of RBI Act, 1934 is
not available and company was required to obtain registration, which has not been done.

FRN:120132W
Surjeet Jain
Partner
Date: 28/06/2021

“Annexure B” to the Independent Auditor’s Report of even date on the Financial

Statements of P. H. CAPITAL LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
Opinion
We have audited the internal financial controls over financial reporting of P. H. CAPITAL LIMITED (“the
Company”) as of March 31, 2021 in conjunction with our audit of the financial statements of the Company
for the year ended on that date.
In our opinion, the Company has, in all material respects, an adequate internal financial controls system
over financial reporting and such internal financial controls over financial reporting were operating effectively
as at March 31, 2021, based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively 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, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was
established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that the internal financial control over
financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate or for other reasons.

FRN:120132W
Surjeet Jain
Partner
Date: 28/06/2021

BALANCE SHEET AS AT 31ST MARCH' 2021
(Amount in Rs.)
PARTICULARS Note As at As at
No. 31.03.2021 01.04.2020
I. ASSETS
(1) Non-current assets
(a) Property, Plant and Equipment 3 2,516,787 2,776,779
(b) Intangible Assets 4 - 1,774
(c) Financial assets
-Investments 5 200 200
(d) Other Non current assets 3,582 -
(e) Deferred Tax Assets (net) 14 - 533,803
Total Non-current assets 2,520,569 3,312,556
(2) Current assets
(a) Inventories 6 199,941,784 70,574,664
(b) Financial assets
-Cash and Cash equivalents 7 4,871,783 1,199,441
-Other financial assets 8 66,379 19,878,263
(c) Other current assets 9 1,293,084 1,312,183
(d) Current Tax Assets (Net) 10 6,002,454 -
Total Current assets 212,175,484 92,964,550
TOTAL 214,696,053 96,277,106
II. EQUITY AND LIABILITIES
(1) EQUITY
Equity Share Capital 11 30,001,000 30,001,000
Other Equity 12 156,041,320 53,078,013
TOTAL EQUITY 186,042,320 83,079,013
LIABILITIES
(2) Non-current liabilities
(a) Financial liabilities
-Long-term borrowings 13 - 33,981
-Lease Liability - 42,021
(b) Deferred tax liabilities (Net) 14 27,384,998 -
Total Non-current liabilities 27,384,998 76,002
(3) Current liabilities
(a) Financial liabilities
-Short-term borrowings 15 7,546 12,154,196
-Trade payables 16 323,954 176,339
-Other financial liabilities 17 660,791 520,714
(b) Other current liabilities 18 77,129 81,875
(c) Short Term Provisions 19 199,315 188,964
Total Current liabilities 1,268,735 13,122,089
TOTAL 214,696,053 96,277,106
SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO ACCOUNTS 1 to 39
As per our report of even date
FOR, SANJAY RAJA JAIN & CO. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
CHARTERED ACCOUNTANTS
FIRM REG. NO. 120132W (RIKEEN. P. DALAL) (SEJAL R DALAL)
DIRECTOR DIRECTOR
SURJEET JAIN DIN:01723446 DIN:01723369
PARTNER
(M. No. 129531) (ANKIT AGARWAL) (SAMIR DESAI)
UDIN : 21129531AAAADL4846 COMPANY SECRETARY CFO
FCS:A26714
PLACE : MUMBAI PLACE : MUMBAI
DATE : 28/06/2021 DATE : 28/06/2021

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021
(Amount in Rs. )
Note FY 2020-21 FY 2019-20
INCOME No.
I. Revenue from operations 20 482,927,711 590,944,746
II. Other income 21 647 263
III. Total Revenue 482,928,358 590,945,009
EXPENDITURE
Purchase of Stock in Trade 445,834,300 564,221,142
(Increase) / Decrease in inventories in Stock in Trade 22 -129,367,120 44,465,455
Employee benefits expense 23 4,304,001 4,222,192
Finance costs 24 1,339,928 3,430,875
Depreciation and amortisation expense 25 335,811 309,642
Other expenses 26 3,086,388 4,439,985
Total expenses 325,533,308 621,089,291
IV. Profit Before Exceptional items & Tax 157,395,050 -30,144,282
Less : Exceptional Items - -
V. Profit before tax 157,395,050 -30,144,282
Tax expense:
Less :
(1) Current years income tax 26,512,942 -
(2) Defferred Tax 14 27,918,801 -7,770,737
(3) Short/(Excess) provision Earlier years income tax - 4,342,060
VI. Profit for the year 102,963,307 -26,715,605
VII. Other comprehensive income:
i. Items that will not be reclassified to
Statement of Profit and Loss - -
ii. Income tax relating to items that will not be
reclassified to Statement of Profit and Loss - -
iii. Items that will be reclassified to
Statement of Profit and Loss - -
iv. Income tax relating to items that will be reclassified
to Statement of Profit and Loss - -
VIII. Total comprehensive income for the year (11 + 13) 30 102,963,307 -26,715,605
IX. Earnings per equity share of face Value of Rs.10/- each 31
(1) Basic 34.32 -8.90
(2) Diluted 34.32 -8.90
SIGNIFICANT ACCOUNTING POLICIES AND
NOTES TO ACCOUNTS 1 to 39
DIRECTOR DIRECTOR
PARTNER
FCS:A26714
DATE : 28/06/2021 DATE : 28/06/2021

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021
( Amount in Rs.)
Particular For the For the
year ended year ended
31 March, 2021 31 March, 2020
A. Cash flow from operating activities
Net Profit / (Loss) before extraordinary items and tax 157,395,050 -30,144,282
Adjustments for:
Depreciation and amortisation 335,811 309,642
Interest Income -647 -129
Finance costs 1,339,928 3,430,875
Operating Profit before Working capital changes 159,070,141 -26,403,894
Adjusted for:
Inventories -129,367,120 44,465,455
Other Non Current Assets -3,582 -
Other Current Assets 19,098 4,810
Other financial assets 19,811,883 -19,838,922
Trade payables 147,615 32,940
Other financial liabilities 140,077 230,512
Other current liabilities -4,746 57,702
Lease Liability -42,021 42,021
Short Term Provisions 10,351 34,281
49,781,697 -1,375,095
Cash Generated from Operations
Taxes paid -32,515,396 -4,342,060
Net Cash Generated from Operations 17,266,301 -5,717,155
B. Cash flow from investing activities
Purchase of Fixed assets -74,045 -276,621
Interest Income 647 129
Net cash used in investing activities: -73,398 -276,492
C. Cash flow from financing activities
Repayment of long-term borrowings -33,981 -128,038
Proceeds /(repayment) from other short-term borrowings -12,146,650 9,027,086
Finance cost -1,339,928 -3,430,875
Net cash used in financing activities -13,520,559 5,468,173
Net increase / (decrease) in Cash and cash equivalents (A+B+C) 3,672,344 -525,475
Cash and cash equivalents at the beginning of the year 1,199,441 1,724,916
Cash and cash equivalents at the end of the year 4,871,783 1,199,441
Notes: Previous year figures have been regrouped/rearranged wherever necessary.
DIRECTOR DIRECTOR
PARTNER
FCS:A26714
DATE : 28/06/2021 DATE : 28/06/2021

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021
A EQUITY SHARE CAPITAL As at As at
March’ 2021 March’ 2020
Balance at the beginning of the reporting period 30,001,000 30,001,000
Changes in equity share capital during the - -
Balance at the endof the reporting period 30,001,000 30,001,000
B OTHER EQUITY As at As at
ATTRIBUTABLE TO THE EQUITY HOLDERS
Surplus- Opening Balance
Balance at the beginning of the reporting period 53,078,013 79,793,618
(+) Net Profit For the current year 102,963,307 -26,715,605
Balance at the end of the reporting period 156,041,320 53,078,013

DIRECTOR DIRECTOR
PARTNER
FCS:A26714
DATE : 28/06/2021 DATE : 28/06/2021

NOTE: 1 Corporate Information

P H Capital Limited having CIN : L74140MH1973PLC016436 (the Company) is a company limited by
shares, incorporated in India. The company is a Public Limited Company and listed on BSE Limited. Its
registered office situated in 5 D Kakad House, 5th Floor, A Wing, New Marine Lines, Opp. Liberty Cinema,
Mumbai - 400 020 , India. The company is engaged in the business of Trading of shares and securities in
India. The company was registered with SEBI as a sub-broker vide registration No. INS01A605432 dated
19th March, 2018. However as per SEBI circular No. SEBI/HO/MIRSD/DoP/CIR/P/2018/117 dated 03rd
August 2018 all registered sub brokers were given time to migrate themselves as Trading Member /
Authorised Broker, which the company has not exercised and accordingly the sub-brokership is deemed
to be surrendered with effect from 31st march 2019.
Note: 2 Significant Accounting Policies
I. Basis of Preparation
a) These financial statements have been prepared in accordance with Indian Accounting Standards
(Ind AS), notified under section 133 of the Companies Act, 2013 read with Rule 3 of the
Companies ( Indian Accounting Standards) Rules, 2015, under the historical cost convention
on accrual basis, except for certain financial instruments comprises of stock in trade of shares
and securities, which are measured at fair values, as specified at places of respective categories.
b) Accounting policies not specifically referred to otherwise are consistent with the generally
accepted accounting principles followed by the Company.
c) All assets and liabilities have been classified as current or non-current as per the Company’s
normal operating cycle, and other criteria set out in the Schedule – III to the Companies Act,
2013. Based on the nature of products and the time between the acquisition of assets for
processing and their realization in cash and cash equivalents, the Company has ascertained
its operating cycle as up to twelve months for the purpose of current / non-current classification
of assets and liabilities.
d) The preparation of financial statements requires estimates and assumption to be made that
effect the reported amount of assets and liabilities on the date of financial statements and the
reported amount of revenue and expenses during the reporting period .The Difference between
the actual and estimate are recognized in the period in which results are known/materialized.
II. Property, plant and equipment
a) Tangible Fixed Assets are stated at cost, less accumulated depreciation and impairment loss,
if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its
working condition for its intended use.

b) Intangible Assets are stated at acquisition of cost, net of accumulated amortization and
accumulated impairment losses, if any.
c) Profit/Losses arising from the retirement of and gains & losses arising from disposal of fixed
assets, which are carried at cost, are recognized in the statement of profit & loss.
d) On transition to Ind AS, the Company has opted to continue with the carrying value of all of its
property, plant and equipment recognized as at April 01, 2016 measured as per the previous
GAAP and use that carrying value as the deemed cost of the property, plant and equipment on
the transition date.
III. Depreciation & Amortisation
a) For assets existing on 1st April 2014 the carrying amount will be amortized over the remaining
useful lives on straight line method as prescribed in the schedule II of companies act, 2013.
b) For the assets added after the 1st April 2014 :- On straight line method at the useful standard
Lives prescribed in Schedule II to The Companies Act, 2013.
c) The estimated useful lives are as follows:
Assets Useful Life
Office premises 60 years
Office Equipments 5 years
Computers 3 years
Vehicles 8 years
d) Intangible assets include Cost of software capitalized is amortized over a period of 3 years.
e) Depreciation on assets added/ disposed off during the year has been provided on pro-rata
basis with reference to the days of addition/ disposal.
f) Leasehold Improvements is written off / depreciated over the period of 5 years.
IV. Impairment Of Assets
Assessment is done at each Balance Sheet date as to whether there is any indication that a tangible
asset may be impaired. For the purpose of assessing impairment, the smallest identifiable group of
asset that generates cash inflows from continuing use that are largely independent of the cash
inflow from other assets or groups of assets, is considered as a cash generating unit. If any such
indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made.
Assets whose carrying value exceeds their recoverable amount are written down to the recoverable
amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and

its value in use. Value in use is the present value of estimated future cash flows expected to arise
from the continuing use of an assets and from its disposal at the end of its useful life. Assessment
is also done at each Balance Sheet date as to whether there is any indication that an impairment
loss recognized for an asset in prior accounting periods may no longer exist or may have decreased.
V. Investments
Investments, which are readily realizable and intended to be held for not more than one year from the
date on which such investments are made, are classified as current investments. All other investments
are classified as long-term investments.
Current investments and Long Term Investments are carried at fair value. Long-term investments
are carried at Fair Market Value / Net realizable value at the Balance sheet date.
VI. Borrowing Cost
Borrowing Costs attributable to acquisition and construction of qualifying assets are capitalized as a
part of the cost of such assets up to the date when such assets are ready for its intended use.
Other borrowing costs are charged to the Statement of Profit and Loss in the period in which they are
incurred.
VII. Inventories
The shares and securities held as stock-in-trade are valued at fair values.
VIII. Revenue Recognition
a) Revenue is recognized to the extent that it is probable that the economic benefits will flow to the
Company and can be reliably measured.
b) Revenue from sale of shares & securities is recognized when the significant risks and rewards
of ownership of shares & securities have passed. Sale of shares & securities are recorded net
of brokerage and Taxes.
c) Transaction of Purchase and Sales effected in cash market, which are settled otherwise than
by actual delivery or transfer of Shares and securities are netted and the resultant Gain or loss
is accounted as speculation profit or loss in the statement of profit and loss.
d) Derivative Instruments: Transaction of Purchase and Sales of derivative contracts effected in F

& O market, which are settled otherwise than by actual delivery or transfer of Shares and
securities are netted and the resultant Gain or loss is accounted as F & O profit or loss in the
statement of profit and loss.

Accounting for derivative contracts, the outstanding derivative contract with respect to F & O as
at the year end are marked to market individually to account for the loss, if any and is charged to
the statement of profit and loss.
e) Interest Income is recognized on a time proportion basis.
f) Dividend income on investments is accounted for when the right to receive the payment is
established.
IX. Employee Benefits
a) The Provident Fund contribution and Gratuity are not required to be provided as the Company
does not fulfill the criterion of minimum number of Employees employed during the year and
hence is not under the statutory obligation to pay the same.
b) Leave Encashment: The leave Encashment benefits, being defined benefit plans are charged
to the profit & loss account, which are paid annually based on the available leave credit on
actual basis.
X. Taxation
a) Current and Deferred Tax
Tax expense for the period, comprising Current tax and Deferred Tax are included in the
determination of net profit or loss for the period.
Current tax is measured at the amount expected to be paid to the tax authorities in accordance
with the taxation laws prevailing in India.
Deferred Tax is recognized for all the timing differences, subject to the consideration of prudence
in respect of deferred tax assets. Deferred tax assets are recognized and carried forward only
to the extent that there is a reasonable certainty that sufficient future taxable income will be
available against which such deferred tax assets can be realized.
Deferred Tax assets and liabilities are measured using the tax rates and tax laws that have
been enacted and substantively enacted by the Balance Sheet date. At each Balance Sheet
date, the company re-assesses unrecognized deferred tax assets, if any.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances related to the same
taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis or to realize the asset and
settle the liability simultaneously.
Current and deferred tax is recognized in the statement of profit and loss, except to the extent
that it relates to items recognized in other comprehensive income or directly in equity.

XI. Leases (as a lessee)
The Company has adopted Ind AS 116 “Leases” using the modified retrospective approach with
effect from initially applying this standard from 1st April 2019. Accordingly, the information presented
for previous year ended 31st March 2019, is not restated and reported as per Ind AS 17.
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS
116 and this may require significant judgment. The Company also uses significant judgement in
assessing the lease term (including anticipated renewals) and the applicable discount rate.
The Company determines the lease term as the non-cancellable period of a lease, together with
both periods covered by an option to extend or terminate the lease if the Company is reasonably
certain based on relevant facts and circumstances that the option to extend or terminate will be
exercised. If there is a change in facts and circumstances, the expected lease term is revised
accordingly.
The discount rate is generally based on the interest rate specific to the lease being evaluated or if that
cannot be easily determined the incremental borrowing rate for similar term is used.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term
leases that have a lease term of 12 months or less and leases of low-value assets. The Company
recognises the lease payments associated with these leases as an expense on a straight-line
basis over the lease term.
The Company recognises a right-of-use asset and a lease liability at the lease commencement
date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the
lease liability adjusted for any lease payments made at or before the commencement date, plus any
initial direct costs incurred and restoration cost, less any lease incentives received.
The right-of-use assets are subsequently depreciated over the shorter of the asset’s useful life and
the lease term on a straight-line basis.In addition, the right-of-use asset is reduced by impairment
losses, if any.
The lease liability is initially measured at amortised cost at the present value of the future lease
payments. When a lease liability is remeasured, the corresponding adjustment of the lease liability
is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying
amount of the right-of-use asset has been reduced to zero.
XII. Cash And Cash Equivalent
Cash and Cash Equivalents for the purpose of cash flow statement comprise cash on hand and
cash at bank including fixed deposit with original maturity period three months or less and short term
highly liquid investments with an original maturity of three months or less.

XIII. Earnings Per Share
Basic earnings per share are calculated by dividing the net profit for the year attributable to equity
shareholders by the weighted-average number of equity shares outstanding during the period.
Earnings considered in ascertaining the Company’s earnings per share are the net profit for the
period. The weighted-average number of equity shares outstanding during the period and for all
periods presented is adjusted for events, such as bonus shares, other than the conversion of
potential equity shares that have changed the number of equity shares outstanding, without a
corresponding change in resources.
XIV. Contingent Liabilities And Provisions
a) Provisions
Provisions are recognized when there is a present obligation as a result of past events, and it
is probable that an outflow of resources will be required to settle the obligation, in respect of
which a reliable estimate can be made.
Provisions are not discounted to its present value and are determined based on best estimate
required to settle the obligation at the Balance Sheet date.
b) Contingent Liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from the past
events, the existence of which will be confirmed only on the occurrence or non occurrence of
one or more uncertain future events not wholly within the control of the company or a present
obligation that arises from past events where it is either not portable that an outflow of resources
will be required to settle or a reliable estimate of the amount cannot be made
XV. Financial Instruments
A financial instrument is a contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
1. Financial Assets
a) Classification
The Company classifies its financial assets in the following measurement categories:
i) at fair value either through other comprehensive income (FVOCI) or through profit and
loss (FVTPL); and
ii) at amortised cost: The classification depends on the entity’s business model for managing
the financial assets and the contractual terms of the cash flows.

Gains and losses will either be recorded in the statement of profit and loss or other
comprehensive income for assets measured at fair value.
b) Measurement
At initial recognition, in case of a financial asset not at fair value through the statement of profit
and loss account, the Company measures a financial asset at its fair value.
c) Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated
with its assets carried at amortised cost and FVOCI. The impairment methodology applied
depends on whether there has been a significant increase in credit risk.
For trade receivables only, the company applies the simplified approach permitted by Ind AS
109 Financial Instruments, which requires expected lifetime losses to be recognised from
initial recognition of the receivables.
d) De-recognition of financial assets
A financial asset is de-recognized only when
i) The Company has transferred the rights to receive cash flows from the financial asset. Or
ii) Retains the contractual rights to receive the cash lows of the financial asset, but assumes
a contractual obligation to pay the cash flows to one or more recipients.
Where the company has transferred an asset, it evaluates whether it has transferred substantially
all risks and rewards of ownership of the financial asset. In such cases, the financial asset is
de-recognised. Where the entity has not transferred substantially all risks and rewards of
ownership of the financial asset, the financial asset is not derecognized.
Where the company has neither transferred a financial asset nor retains substantially all risks
and rewards of ownership of the financial asset, the financial asset is de-recognised if the
Company has not retained control of the financial asset. Where the Company retains control
of the financial asset, the asset is continued to be recognised to the extent of continuing
involvement in the financial asset.
e) Income Recognition
i) Interest income: Interest income from debt instruments is recognised using the effective
interest rate method. The effective interest rate is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the gross carrying
amount of a financial asset. When calculating the effective interest rate, the company
estimates the expected cash flows by considering all the contractual terms of the financial

instrument (for example, prepayment, extension, call and similar options) but does not
consider the expected credit losses.
ii) Dividend income: Dividends are recognised in the statement of profit and loss only when
the right to receive payment is established, it is probable that the economic benefits
associated with the dividend will flow to the Company, and the amount of the dividend can
be measured reliably
f) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions,
other short- term, highly liquid investments with original maturities of three months or less, that
are readily convertible to known amounts of cash and which are subject to an insignificant risk
of changes in value.
2. Financial Liabilities
a) Measurement
Financial liabilities are initially recognized at fair value, reduced by transaction costs (in case of
financial liabilities not recorded at fair value through profit and loss), that are directly attributable
to the issue of financial liability. All financial liabilities are subsequently measured at amortized
cost using effective interest method. Under the effective interest method, future cash outflow
are exactly discounted to the initial recognition value using the effective interest rate, over the
expected life of the financial liability, or, where appropriate, a shorter period. At the time of initial
recognition, there is no financial liability irrevocably designated as measured at fair value
through profit and loss.
b) De-recognition
A financial liability is derecognized when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the de-recognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts
is recognised in the statement of profit and loss.
c) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to
the end of financial year which are unpaid. The amounts are unsecured and are usually paid as
per payment terms

3. Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle
on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right
must not be contingent on future events and must be enforceable in the normal course of business
and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
XVI. Critical estimates and judgments
In the application of the company‘s accounting policies, which are described in note 2, the
management is required to make judgment, estimates, and assumptions about the carrying amounts
of assets and liabilities that are not readily apparent from other process. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision
affects only that period or in the period of the revision and future period if the revision affects both
current and future period.
The following are the critical estimates and judgments that have the significant effect on the amounts
recognised in the financial statements.
a) Estimation of current tax expense and deferred tax
The calculation of the company‘s tax charge necessarily involves a degree of estimation and
judgment in respect of certain items whose tax treatment cannot be finally determined until
resolution has been reached with the relevant tax authority or, as appropriate, through a formal
legal process. Significant judgments are involved in determining the provision for income
taxes, including amount expected to be paid/recovered for uncertain tax positions. Where the
final tax outcome of these matters is different from the amounts that were initially recorded,
such differences will impact the current and deferred income tax in the period in which such
determination is made.
Recognition of deferred tax assets / liabilities
The recognition of deferred tax assets is based upon whether it is probable that sufficient and
suitable taxable profits will be available in the future against which the reversal of temporary
differences can be deducted. To determine the future taxable profits, reference is made to the
approved budgets of the company. Where the temporary differences are related to losses, local
tax law is considered to determine the availability of the losses to offset against the future
taxable profits as well as whether there is convincing evidence that sufficient taxable profit will

be available against which the unused tax losses or unused tax credits can be utilised by the
company. Significant items on which the Company has exercised accounting judgment include
recognition of deferred tax assets in respect of losses. The amounts recognised in the financial
statements in respect of each matter are derived from the Company‘s best estimation and
judgment as described above.
b) Estimation of Provisions and Contingent Liabilities
The company exercises judgment in measuring and recognising provisions and the exposures
to contingent liabilities, which is related to pending litigation or other outstanding claims.
Judgment is necessary in assessing the likelihood that a pending claim will succeed, or a
liability will arise, and to quantify the possible range of the financial settlement.
Because of the inherent uncertainty in this evaluation process, actual liability may be different
from the originally estimated as provision. Although there can be no assurance of the final
outcome of the legal proceedings in which the company is involved, it is not expected that such
contingencies will have a material effect on its financial position or profitability.
c) Estimation of useful life of Property, Plant and Equipment, Intangible assets, Investment
properties
Property, Plant and Equipment & Intangible assets, a significant proportion of the asset base of
the company. The charge in respect of periodic depreciation is derived after determining an
estimate of an asset‘s expected useful life and the expected residual value at the end of its life.
The useful lives and residual values of company‘s assets are determined by management at
the time the asset is acquired and reviewed periodically, including at each financial year end.
The useful lives are based on historical experience with similar assets as well as anticipation
of future events, which may impact their life, such as changes in technology.
d) Estimated fair value of Financial Instruments
The fair value of financial instruments that are not traded in an active market is determined
using valuation techniques. The Management uses its judgment to select a variety of methods
and make assumptions that are mainly based on market conditions existing at the end of each
reporting period.
e) Impairment of Trade Receivable
The impairment provisions for trade receivable are based on assumptions about risk of default
and expected loss rates. The company uses judgment in making these assumptions and
selecting the inputs to the impairment calculation, based on the company’s past history, existing
market conditions as well as forward looking estimates at the end of each reporting period.

Notes on Finanical Statements for the Year ended 31st March, 2021
Note 3 Property, Plant and Equipment (comprises of owned and Leased assets that do not meet the definition of Investment Property)
The changes in carrying value of Property, Plant and Equipment for the period ended 31 st March, 2021.
Gross Carrying Value Accumulated Depreciation Carrying Value

FIXED ASSETS
As at Additions Deduction As at As at Additions Deduction As at As at As at
01.04.2020 31.03.2021 01.04.2020 31.03.2021 31.03.2021 01.04.2020
Buildings (i.e.Office Premises ) 4,214,422 - 4,214,422 2,028,306 104,101 - 2,132,407 2,082,015 2,186,116
Vehicles 5,356,867 - 5,356,867 4,960,429 93,280 - 5,053,709 303,158 396,438
Office Equipments 487,724 - 487,724 471,993 6,601 - 478,594 9,130 15,731
Computers 576,099 74,045 - 650,144 538,677 36,006 - 574,683 75,461 37,422
Lease Hold Improvements 1,526,425 - 1,526,425 1,526,425 - - 1,526,425 - -
Right to use under Lease 235,121 - 235,121 94,049 94,049 - 188,098 47,023 141,072
Total 12,396,658 74,045 - 12,470,703 9,619,879 334,037 - 9,953,916 2,516,787 2,776,779
73
The changes in carrying value of Property, Plant and Equipment for the period ended 31 st March, 2020
Gross Carrying Value Accumulated Depreciation Carrying Value

FIXED ASSETS
01.04.2019 31.03.2020 01.04.2019 31.03.2020 31.03.2020 01.04.2019
Buildings (i.e.Office Premises ) 4,214,422 - - 4,214,422 1,924,205 104,101 - 2,028,306 2,186,116 2,290,217
Vehicles 5,356,867 - - 5,356,867 4,867,149 93,280 - 4,960,429 396,438 489,718
Office Equipments 487,724 - - 487,724 465,387 6,606 - 471,993 15,731 22,337
Computers 534,599 41,500 - 576,099 530,867 7,810 - 538,677 37,422 3,732
Lease Hold Improvements 1,526,425 - - 1,526,425 1,526,425 - - 1,526,425 - -
Right to use under Lease - 235,121 - 235,121 - 94,049 - 94,049 141,072 -
Total 12,120,037 276,621 - 12,396,658 9,314,033 305,846 - 9,619,879 2,776,779 2,806,004
Note 3.1 Property Plant and Equipment include 50% share in office premises in Mumbai held in co-ownership, which was under litigation earlier, has been held in co-ownership with 33.33% in view of settlement
agreement with concerned parties / co-owners.

Notes on Finanical Statements for the Year ended 31st March, 2021
Note 4 Intangible Assets

The changes in carrying value of Intangible assets for the period ended 31 st March, 2021
Gross Carrying Value Accumulated Amortisation Carrying Value

PARTICULARS
01.04.2020 31.03.2021 01.04.2020 31.03.2021 31.03.2021 01.04.2020
Computer software 70,012 - 70,012 68,238 1,774 - 70,012 - 1,774
Total 70,012 - - 70,012 68,238 1,774 - 70,012 - 1,774
74
The changes in carrying value of Intangible assets for the period ended 31 st March, 2020
Gross Carrying Value Accumulated Amortisation Carrying Value

PARTICULARS
01.04.2019 31.03.2020 01.04.2019 31.03.2020 31.03.2020 01.04.2019
Computer software 70,012 - 70,012 64,442 3,796 - 68,238 1,774 5,570
Total 70,012 - - 70,012 64,442 3,796 - 68,238 1,774 5,570

Notes on Financial Statements for the year ended 31st March, 2021
Particulars As at As at
Note 5 Non-Current Investments

(a)) Investment in Equity instruments(Unquoted)
Indian Silk Manufacturing Company Pvt.Ltd. 200 200
(2 Equity shares of face value Rs. 100 each fully paid up)
Total 200 200
Note 6 Inventories
Stock-in-trade 199,941,784 70,574,664
Total 199,941,784 70,574,664
Note 7 Cash and cash equivalents

Balances with banks in Current A/c 4,627,274 994,654
Balances with banks in fixed Deposits - 10,000
Cash on hand 244,509 194,787
Total 4,871,783 1,199,441
Note 8 Other financial assets

Security Deposits 24,000 24,000
Receivables from share brokers 42,379 19,854,263
Total 66,379 19,878,263
Note 9 Other Current Assets

Refund claims from tax authorities 1,192,527 1,192,527
Prepaid expenses 100,557 119,656
Total 1,293,084 1,312,183
Note 10 Current Tax Assets (Net)

Tax Paid in Advance (Net of Provision) 6,002,454 -
Total 6,002,454 -

Note-11 : Equity share capital

Authorised
40,00,000 Equity Shares of Rs. 10/- each 40,000,000 40,000,000
Issued,Subscribed & fully Paid up
30,00,100 Equity Shares of Rs. 10/- each fully paid 30,001,000 30,001,000
Total 30,001,000 30,001,000
11.1 Reconcilation of the equity shares outstanding at the beginning and at the end of the reporting
period:
Shares outstanding at the beginning of the year 3,000,100 3,000,100
Shares outstanding at the end of the year 3,000,100 3,000,100
11.2 Terms/rights attached to shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each
holder of equity shares is entitled to one vote per share. The company declares and pays dividends
in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the
holders of equity shares will be entitled to receive remaining assets of the company. the distribution
will be in proportion to the number of equity shares held by the shareholders.
11.3 Details of Shares held by each shareholders holding morethan 5 % shares of the equity capital of
the Company- As at March' 2021, As at March' 2020.
Particulars No. of % of No. of % of

shares Held capital shares Held capital
As at March’ 2021 As at March’ 2020
KRISHNA TRUST 475,000 15.83 475,000 15.83
TIRUPATI TRUST 444,000 14.80 444,000 14.80
SEJAL RIKEEN DALAL 350,100 11.67 350,100 11.67
RUBY MULTIMEDIA
PRIVATE LIMITED 540,000 18.00 540,000 18.00
RIKEEN PRADIP DALAL - HUF 261,000 8.70 261,000 8.70

Note 12 Other Equity

Surplus in statement of profit and loss
Opening balance 53,078,013 79,793,619
(+) Net Profit For the current year 102,963,307 -26,715,605
Total 156,041,320 53,078,013
Note 13 Long Term Borrowing

Secured
Term loan from Banks-Car Loan 33,981 162,020
Current Maturity of Long Term Debt -33,981 -128,038
Total - 33,981
13.1 Secured by Hypothecation of a Car to ICICI Bank Ltd.

13.2 Car Loan from Bank amounting to Rs.33.981/- (P.Y.Rs.1,62,020/-) repayable in 60 monthly
installments (including interest) of Rs.11,510/- per month, commencing from 01/08/2016, last
installment due in 01/07/2021 i.e. 3 installments from the close of this financial year. The rate of
interest is 9.66% per annum fixed.
13.3 Installment falling due within a year i.e. "Current Maturity of Long Term Debt' shown under the head
" Other Financial Liabilities".
Note 14 Deferred Tax Liability - Net

Opening Deferred Tax Liability -533,803 7,236,934
On account of Fixed Asset 7,285 62,966
On account of disallowables - lease liability 22,966 -34,656
On account of fair value of Inventories 27,169,036 -14,956,002
On account of carried forward losses 719,514 7,156,955
Closing Deferred Tax Liability 27,384,998 -533,803
Note 15 Short Term Borrowing

Secured
Loans from Financial Institution 7,546 12,154,196
Total 7,546 12,154,196

15.1 Loan from Financial Institution is Secured by pledge of Approved Scripts as per approved list of
securities held as stock in trade.
15.2 Loan from Bajaj Finance Ltd. A Financial Institution amounting to Rs.7,546/- (P.Y. Rs. 1,21,54,196/-) is
sanctioned for a validity period upto 30/11/2021 (P.Y. 07/12/2020) or earlier, either bullet repayment on
demand or on maturity whichever is earlier. The rate of interest is 10.15% ( P.Y. 10.15% ) per annum
(fixed) payable monthly.
Note 16 Trade Payables

Trade payable 323,954 176,339
Total 323,954 176,339
Note: The company does not have any dealings with any enterprise under the Micro, Small and Medium
Enterprises Development Act, 2006.
Note 17 Other financial liabilities

(a) Current Maturity of Long Term debt 33,981 128,038
(d) Lease liability 42,020 91,269
(e) Other financial liabilities 584,790 301,407
Total 660,791 520,714
Note 18 Other Current Liabilities

Statutory Liabilities 77,129 81,875
Total 77,129 81,875
Note 19 Short Term Provisions

Provision for leave encashment 199,315 188,964
Total 199,315 188,964

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Note 20 Revenue from operation

(a) Sale of Shares 483,204,988 590,778,135
Less: STT Paid 482,545 591,719
482,722,443 590,186,416
(b) Other operating revenue
(i) Dividend income 205,268 758,330
205,268 758,330
Total 482,927,711 590,944,746
Note 21 Other Income

(a) Interest Received 647 129
(b) Miscellaneous Income 0 134
Total 647 263
Note 22 (Increase) / Decrease in inventories in Stock in Trade

Opening stock of securities 70,574,664 115,040,119
Less: Closing stock of Securities 199,941,784 70,574,664
Total -129,367,120 44,465,455
Note 23 Employee Benefits Expense

(a) Directors' Remuneration 240,000 240,000
(b) Salaries, Bonus, Leave encashment and incentives 4,041,400 3,948,758
(c) Staff welfare expenses 22,601 33,434
Total 4,304,001 4,222,192

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Note 24 Financial Cost
(a) Interest expense 1,339,438 3,430,816
(b) Bank Charges 490 59
Total 1,339,928 3,430,875
Note 25 Depreciation and amortisation expense
a. Depreciation on tangible assets 334,037 305,846
b. Amortisation of Intangible assets 1,774 3,796
Total 335,811 309,642
Note 26 Other Expenses
Auditors' Remuneration 144,800 149,766
Director's Sitting Fees 175,000 375,000
Electricity Expenses 51,735 74,860
Other Miscellaneouse Expenses 1,880,378 2,362,497
Rates and Taxes 205,982 154,425
Corporate Social Responsibility - CSR expenses - 1,000,000
Repairs & Maintenance 126,294 77,662
Vehicle Charges including Insurance 502,199 245,775
Total 3,086,388 4,439,985

Note 27 Contingent Liability:

(a ) Claims against the company not acknowledged as debts in respect of relief towards Matter
pending with Income tax authorities for Rs. 74,81,526 /- (Previous Year Rs. 70,35,856/-). It is not
practiable to the Company to estimate the timing of cash outflow, if any in respect of the above
pending resolution of the respective proceedings.
Note 28 Auditor’s Remuneration

Particulars 2020-2021 2019-2020
Rs. Rs.
i) Audit Fees - Statutory Audit 59,000 59,000
ii) Audit Fees - Tax Audit 70,800 70,800
iii) Audit Fees - Internal Audit 15,000 14,500
iii) Audit Expenses - 746
iv) Tax matters / Others - 4,720
Total 144,800 149,766
Note 29 Segment reporting

The Company is mainly engaged in the business of Trading of shares and securities in India. All the
activity of the Company revolved around the main object and as such, in the opinion of the management,
there is no separate reportable segment.
Note 30 Disclosure pursuant to Related party

As required by Indian Accounting Standard (Ind As 34)” Related party disclosures” are given below
i) Relationships :
(A) Enterprise on which major Shareholders Exercises Significant Influence
i) Ruby Muiltimedia Pvt. Ltd.
(B) Key Management Personnel :

i) Rikeen P. Dalal
ii) Sejal R Dalal
iii) Tej Dalal
iv) Mukesh Jain

v) Roshan Jain
vi) Naveen Chaturvedi
(C) Relative of Key Management Personnel :

i) Rayan Rikeen Dalal
ii) Sr. No. Nature of Transactions Enterprises over Key Relative of Key
which major Management Management
Shareholders Personnel Personnel
Exercises Significant
Influence
(D) Lease Rent C.Y. 108,000 - -
P.Y. (108,000) - -
(E) Reimbursement of Expenses C.Y. 51,735 170,117 173,475
P.Y. (74,860) (77,459) -
(F) Directors’ Remuneration C.Y. - 240,000 -
P.Y. - (240,000) -
(G) Director’s Sitting Fees C.Y. - 175,000 -
P.Y. - (375,000) -
Note 31 Earning per share :
Particulars 2020-2021 2019-2020

Rs. Rs.
Profit/(Loss) attributable to the Shareholders. 102,963,307 (26,715,605)

Equity share of Rs. 10/- each (Nos.) 3,000,100 3,000,100
Basic / Diluted Earning Per share (Rs.) 34.32 (8.90)

Note 32 RECONCILIATION OF TAX EXPENSES AND THE ACCOUTING PROFIT MULTIPLIED BY INDIA’S TAX
RATE :
Particulars 2020-2021 2019-2020
PROFIT BEFORE TAX 157,395,050 (30,144,282)
ENACTED INCOME TAX RATE IN
INDIA APPLICABLE TO COMPANY 27.82% 26.00%
CURRENT INCOME TAX EXPENSES ON PROFIT BEFORE
TAX CALCULATED AT THE RATE ABOVE 43,787,303 -
TAX EFFECT OF AMOUNT WHICH ARE NOT
DEDUCTIBLE/(TAXABLE) IN CALCULATING TAXABLE INCOME - -
TAX EFFECT DUE TO DIFFERENTIAL RATE (17,514,921) -
INTEREST ON DELAYED PAYMENT OF TAX 240,560
EXPENSES DISALLOWED - -
ADJUSTMENTS FOR CURRENT TAX OF PRIOR PERIOD - 4,342,060
OTHERS 27,918,801 (7,770,737)
TOTAL INCOME TAX EXPENSES 54,431,743 (3,428,677)
Note: During the year ended 31st march 2020, the Government of India vide Taxation Laws (amendment)
tax ordinance, 2019 allowed an option to the domestic companies to switch to a lower tax rate of 22%(22.88%
including cess) from the earlier 25%(26% including cess) subject to the condition that the company will not
avail any of the specified deductions / incentives under the Income Tax Act. The company has elected to
continue with the deductions and incentives along with the old rate of tax.
NOTE 33: Fair value disclosures for financial Instruments (Inventories), Financial assets and financial
liabilities
As at March 31, 2021 As at March 31, 2020
Financial instruments FVTPL FVOCI Amortised FVTPL FVOCI Amortised
by category Cost Cost
Inventories 199,941,784 - - 70,574,664 - -
Financial assets
Non-current investments 200 - - 200 - -
Cash and cash equivalents - - 4,871,783 - - 1,199,441
Other bank balance - - - - - -
Other financial assets - - 66,379 - - 19,878,263
Total Financial assets 199,941,984 - 4,938,162 70,574,864 - 21,077,704

Financial Liabilities
Long-term borrowings - - - - - 33,981
Short-term borrowings - - 7,546 - - 12,154,196
Trade payables - - 323,954 - - 176,339
Lease liabilities - - - - - 42,021
Other financial liabilities - - 660,791 - - 520,714
Total Financial liabilities - - 992,292 - - 12,927,252
i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the
financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized
cost and for which fair values are disclosed in the financial statements. To provide an indication
about the reliability of the inputs used in determining fair value, the Company has classified its
financial instruments into the three levels prescribed under the accounting standard. An explanation
of each level follows underneath the table.
Financial Instruments and liabilities measured at fair value

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Inventories 199,941,784 - - 70,574,664 - -

Non-current investments 200 200
Total 199,941,784 - 200 70,574,664 - 200
Financial assets and liabilities measured at amortised cost

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Cash and cash equivalents - - 4,871,783 - - 1,199,441

Other bank balance - - - - - -
Other financial assets - - 66,379 - - 19,878,263
Total financial assets - - 4,938,162 - - 21,077,704
Long-term borrowings - - - - - 33,981
Short-term borrowings - - 7,546 - - 12,154,196
Trade payables - - 323,954 - - 176,339
Lease liabilities - - - - 42,021
Other financial liabilities - - 660,791 - - 520,714
Total financial liabilities - - 992,292 - - 12,927,252

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes
listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in
the stock exchanges is valued using the closing price as at the reporting period
Level 2: The fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximize the use of observable market data and rely as little as possible on
entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3. This is the case for unlisted equity securities and unlisted preference shares are
included in level 3.
**There are no transfers between levels 1, 2 and 3 during the year
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include: Investments in quoted equity
instruments are valued using the closing price at Bombay Stock Exchange (BSE) at the reporting period.
(iii) Fair value of Financial assets and liabilities measured at amortised cost
Carrying Fair Carrying Fair

Amount Value Amount Value
Financial assets
Cash and cash equivalents 4,871,783 4,871,783 1,199,441 1,199,441
Other bank balance - - - -
Other financial assets 66,379 66,379 19,878,263 19,878,263
Total financial assets 4,938,162 4,938,162 21,077,704 21,077,704
Financial liabilities
Long-term borrowings - - 33,981 33,981
Short-term borrowings 7,546 7,546 12,154,196 12,154,196
Trade payables 323,954 323,954 176,339 176,339
Lease liabilities - - 42,021 42,021
Other financial liabilities 660,791 660,791 520,714 520,714
Total financial liabilities 992,292 992,292 12,927,252 12,927,252
a) The carrying amounts of trade receivables, trade payables, cash and cash equivalents, bank balances
other than cash and cash equivalents, borrowings and other financial liabilities are considered to be
the same as their fair values, due to their short term nature.
NOTE: 34 Corporate Social Responsibility (CSR) Activities

During the year, the Company has spent Rs. NIL ( PY Rs.10,00,000/- ) towards Corporate Social
Responsibility ( CSR ) under section 135 of the Companies Act, 2013 and rules thereon by way of contribution
to various Trusts / NGOs / Societies / Agencies.

NOTE - 35: Financial risk management
The Company’s activities expose it to market risk, liquidity risk and credit risk.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.
The company has a robust risk management framework comprising risk governance structure and defends
risk management processes. The risk governance structure of the company is a formal organization
structure with defend roles and responsibilities for risk management.
Risk Exposure arising from Measurement Management
Credit risk Cash and cash equivalents, Ageing Diversification of bank

loans & other financial assets analysis deposits, credit limits in
measured at amortized cost. select cases.
Liquidity risk Other financial liabilities Sensitivity Availability of committed

analysis credit lines and borrowing
facilities
Market risk Trading in equity shares and Sensitivity Portfolio diversification &
security prices derivative trading in equity analysis extensive research
shares,
The Company risk management is carried out under the guidance from the board of directors. Company’s
board identifies, evaluates and hedges financial risks in close coordination with the company’s operating
units. The board provides written principles for overall risk management, as well as policies covering
specific areas, such as, interest rate risk, credit risk, use of derivative financial instruments and non-
derivative financial instruments, and investment of excess liquidity. There is no change in objectives and
process for managing the risk and methods used to measure the risk as compared to previous year.
1) Credit Risk :
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or
customer contract, leading to financial loss. The Credit risk mainly arises receivables from share
broker, cash and cash equivalents, loans and deposits with banks, financial institutions & others.
a) Cash and cash equivalents:
The cash and cash equivalents are held with public bank.
b) Other Bank Balances:
Other bank balances are held with public bank.

c) Other financial assets:
Other financial assets include security deposits and refund receivable from Tax authorities neither
past due nor impaired.
2) Liquidity Risk :
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they
become due. Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities and the availability of funding through an adequate amount of committed credit facilities to
meet obligations when due and to close out market positions. Due to the dynamic nature of the
underlying businesses.
Company treasury maintains flexibility in funding by maintaining availability under committed credit
lines. Management monitors rolling forecasts of the Company‘s liquidity position (comprising the
undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash
flows:
(i) Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting
period:
Particular As at March 31, 2021 As at March 31, 2020
Expiring within one year (Loan facility from NBFC)) 4,99,92,454 16,78,45,804
(ii) Maturity pattern of financial liabilities
As at April 1, 2021 Not Due 0-6 06-12 More than

months months 12 months
Borrowings - 7,546 - -
Trade Payable - 3,23,954 - -
Other financial liabilities - 6,60,791 - -
Other current liabilities - 77,129 - -
As at April 1, 2020 Not Due 0-6 06-12 More than
months months 12 months
Borrowings 1,21,54,196 63,006 65,032 33,981

Trade Payable 1,76,339
Other financial liabilities 3,48,291 44,385 42,021
Other current liabilities 81,875

3) Market Risk :
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risk comprises three types of risks namely interest rate
risk, currency risk and other price risk, such as commodity risk. currently The Company is not exposed
to interest rate risk and currency risk whereas the exposure to other price risk is given below:
A) Market Risk- Price risk.
(a) Exposure
The company is mainly exposed to the price risk due to its dealings made in equity instruments
held by the company and classified in the balance sheet at fair value through profit or loss. The
price risk arises due to uncertainties about the future market values of these Equity instruments.
To manage its price risk arising from holding in equity securities, the company diversifies its
portfolio and does extensive market research analysis.
(b) Sensitivity
The table below summarizes the impact of increases/decreases of the BSE index on the
Company‘s equity and Gain/ Loss for the period. The analysis is based on the assumption that
the index has increased by 5% or decreased by 5% with all other variables held constant, and
that all the company‘s equity instruments moved in line with the index.
Particulars Impact on other Component of Equity
For year ended
March 31, 2021 March 31, 2020
BSE Sensex 30 Increase 5% 99,97,089 35,28,733
BSE Sensex 30 Decrease 5% (99,97,089) (35,28,733)
NOTE 36: Capital management
(a) Risk Management
The company‘s objectives when managing capital are to safeguard the company‘s ability to continue
as a going concern in order to provide returns for shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust
the capital structure, the company may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.

The Company monitors capital on the basis of the following gearing ratio:
March 31, 2021 March 31, 2020
Net debt (total borrowings net of cash

and cash equivalents, other bank balances and
current investments) ---- 1,09,88,737
Total equity 18,60,42,320 8,30,79,013

Net debt equity ratio 0% 13.23%
(b) No Dividend paid by the company during the period
NOTE 37: Movement in deferred tax Liability.
Particular Depreciation & FVTPL B/F Loss Total

Disallowables
At March 31, 2019 1,57,401 1,49,56,002 (78,76,469) 72,36,934
charged/credited:- to profit or loss 28,310 -1,49,56,002 71,56,955 -77,70,737
At March 31, 2020 1,85,711 ----- (7,19,514) -5,33,803
charged/credited:- to profit or loss 30,251 2,71,69,036 7,19,514 2,79,18,801
At March 31, 2021 2,15,962 2,71,69,036 ----- 2,73,84,998
NOTE: 38 The outbreak of Coronavirus(Covid-19)globally and in India is causing significant disturbance

and slowdown of economic activity. The company has evaluated its impact on its business operations and
based on its review and current indicators of future economic conditions, there is no significant impact on
its financial results. However the impact assessment of COVID-19 is continuing process given the
uncertainties associated with its nature and duration. The impact of COVID 19 may be different from that
estimated as at the date of approval of these financial results and the Board will continue to closely monitor
the developments.
NOTE : 39 Figures of Previous year are regrouped and reclassified wherever necessary.
DIRECTOR DIRECTOR
PARTNER
FCS:A26714
DATE : 28/06/2021 DATE : 28/06/2021

BOOK – POST
If undelivered, please return to :
5D, Kakad House, 5th Floor,
‘A’ Wing, Sir Vithaldas Thackersey Marg,
New Marine Lines,
Mumbai - 400 020.

Research Paper On Annual Report

Uploaded by

Copyright:

Available Formats

Research Paper On Annual Report

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Research Paper On Annual Report

Uploaded by

Copyright:

Available Formats

48th Annual Report

COMPANY SECRETARY AND COMPLIANCE OFFICER

CHIEF FINANCIAL OFFICER

SECRETARIAL AUDITORS 2. Notice ................................................... 1

48th ANNUAL REPORT 2020-21

P.H. CAPITAL LIMITED

4. Re-Appointment of Mr. Naveen Chaturvedi (DIN: 00004745) as an Independent Non-Executive

1 48th ANNUAL REPORT 2020-21

By order of Board of Directors

Rikeen Pradip Dalal

2 48th ANNUAL REPORT 2020-21

3 48th ANNUAL REPORT 2020-21

14. The Members are requested to:

a. Intimate changes, if any, in their registered addresses immediately.

b. Quote their ledger folio number in all their correspondence.

4 48th ANNUAL REPORT 2020-21

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020,

5 48th ANNUAL REPORT 2020-21

Type of shareholders Login Method

6 48th ANNUAL REPORT 2020-21

Type of shareholders Login Method

page will appear on your screen. On entering, user ID and

7 48th ANNUAL REPORT 2020-21

Login type Helpdesk details

8 48th ANNUAL REPORT 2020-21

(vi) After entering these details appropriately, click on "SUBMIT" tab.

9 48th ANNUAL REPORT 2020-21

(xvi) Note for Non - Individual Shareholders and Custodians

10 48th ANNUAL REPORT 2020-21

iii. Alternatively shareholder/members may also send a request to evoting@nsdl.co.in for

11 48th ANNUAL REPORT 2020-21

12 48th ANNUAL REPORT 2020-21

M/s. Bigshare Services Private Limited

By order of Board of Directors

Rikeen Pradip Dalal

13 48th ANNUAL REPORT 2020-21

14 48th ANNUAL REPORT 2020-21

15 48th ANNUAL REPORT 2020-21

By order of Board of Directors

Rikeen Pradip Dalal

16 48th ANNUAL REPORT 2020-21

DISCLOSURE REGARDING APPOINTMENT & RE-APPOINTMENT OF DIRECTORS IN THE ENSUING AGM

(In Pursuance of Regulation 36 (3) of SEBI (Listing Obligations and Disclosure

Director Identification 01723369 00004745 01723446

Date of Birth 26/09/1965 01/07/1980 15/03/1963

Nationality Indian Indian Indian

Date of first Appointment 25/03/2019 05/08/2019 02/09/1994

Qualifications Bachelors of Commerce Chartered Accountant and Bachelors of

Bachelors of Commerce Commerce

Number ofShares held 3,50,100 NIL NIL

experience in Accounting experience in Investments experience in Stock

& Administration in and Financial markets Broking, Banking, Retails &

investment broking firm. sector. He also has an Wholesale Distribution of

experience in fashion years in Non-Banking related financial services.

industry (for men) and a Financial Companies He has also been

website under the label of associated with the

Ray & Dale for past few Company as Director since

years. She is an Image 1994.