Annual Return

1. Annual Return 2020-2021_draft
2. Annual Return_MGT-7_Physically Signed_PSFS_2021_Final
3. MGT-8 2020-21_ Prem Somani
4. Annual Return_MGT-7Draft_2021-22

POLICY FOR DETERMINATION OF MATERIALITY OF INFORMATION OR EVENT

Prem Somani Financial Services Limited (”Company”) believes in adequate and accurate disclosures of information on an ongoing basis, in order to enable investors to make well informed and timely investment decisions. This would ensure transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.

PURPOSE OF THEPOLICY

The purpose of this Policy is to determine materiality of events and information based on criteria specified under clause (i) of sub-regulation (4) of Regulation 30 of the Listing Regulations and to ensure that the Company shall make disclosure of events / information specified in Para A and B of Part A of Schedule III of the Listing Regulations to the Stock Exchanges

DEFINITIONS

In these regulations, unless the context otherwise requires:—

• “Board of Directors” means the board ofDirectors, of Prem Somani Financial Services Limited as constituted from time totime;
• “Company” means Prem Somani Financial Services Limited inclusive of its registered office.
• “Key Managerial Personnel” means key managerial personnel as defined in sub- section (51) of section 2 of the Companies Act,2013;
• “Policy” shall mean this Policy on the criteria for determining Materiality of events or information and as amended from time totime.
• “Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 including any modifications, clarifications, circulars or re-enactmentthereof.
• “Schedule” means a schedule annexed to

Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013, Regulations or any other applicable law or Regulations to the extent applicable to the Company.

POLICY

CRITERIA FOR DETERMINATION OF MATERIALITY:

• The events specified in PARA A of PART Aof SCHEDULE III are deemed to be material events and (refer ANNEXURE-1) shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation(30).
• The events specified in PARA B of PART Aof SCHEDULE III (refer ANNEXURE-2) shall be disclosed upon application of the guidelines for materiality referred sub- regulation (4) of regulation (30). Pursuant to which, the following criteria should be considered for determination of materiality ofevent/information:

1. The omission ofan event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
2. The omission of an event or information is likely to result in significant market reaction if the said omission came to light at a laterdate;
3. In case where the criteria specified in sub-clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of Company, the event / information is consideredmaterial.

DISCLOSURES

1. The Company shall timely disclose the occurrence of all events and information as specified herein to the Stock Exchange not later than twenty four hours from the occurrence of event or information in the following manner
2. inform the stock exchanges on which the securities of the Company are listed;
3. Upload on the corporate website of the

Provided that in case the disclosure is made after twenty-four (24) hours of occurrence of such event or information, the Company shall along with such disclosure(s) provide an explanation for the delay.

2. The Company shall, with respect to disclosures referred to in the regulation, make disclosures updating material developments on a regular basis, till such time the event is resolved/closed, with relevantexplanations.
3. The Company shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under the regulation, and such disclosures shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the standards of the Company, as disclosed on itswebsite.
4. The Company shall provide specific and adequate reply to all queries raised by stock exchange(s) with respect to any events orinformation:
5. The Company will on its own initiative also, confirm or deny any reported event or information to stock exchange(s), in case where an event occurs or an information is available with the Company, which has not been indicated in Para A or B of Part A of Schedule III, but which may have material effect on

AUTHORIZATION TO ONE OR MORE KEY MANAGERIAL PERSONNEL FOR THE PURPOSE OF DETERMINING MATERIALITY OF AN EVENT OR INFORMATION AND FOR THE PURPOSE OF MAKING DISCLOSURES TO STOCK EXCHANGE(S) AS WELL AS ON THE COMPANY’S WEBSITE UNDER THEREGULATION

The Board of the Company has severally authorized the Managing Director, theCFO and the Company Secretary and Compliance Officer of the Company for the purpose of determining materiality of an event or information and making disclosures in thatregard.

The contact details of aforesaid Persons are provided here under:

Mail: limitedpsfs@gmail.com

Phone- 9829051268

 COMMUNICATION OF THISPOLICY

Communication of this Policy for all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other policies. For all existing Employees and Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of the Company. This Policy shall also be posted on the web-site of the Company.

AMENDMENTS IN THEPOLICY

1. The Board of Directors are authorised to make modifications/amendments to this policy in consonance to the provisions of SEBI (Listing Obligations And Disclosure Requirements), 2015 and any amendment thereto and the decision of the Board in this respect shall be final and binding.
2. Any subsequent amendment/modification in the Regulation and/or other applicable laws in this regard shall automatically apply to

ANNEXURE-1

Disclosure of events and information as specified in Para A of Part A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements),2015.

1. Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation(30):
2. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other
3. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
4. Revision in Rating(s).
5. Outcome of Meetings of the board of directors. The company shall disclose to the Exchange(s), within 30 minutes of the closure of any meeting held to consider the following:
6. Dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
7. Any cancellation of a dividend with reasons there for;
8. The decision on buyback of securities;
9. The decision with respect to fund raising proposed to be undertaken;
10. Increase in capital by issue of bonus shares through capitalization of reserves including the date on which such bonus shares shall be credited/dispatched;
11. Reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new

shares or securities or any other rights, privileges or benefits which may be to subscribed to;

1. Short particulars of any other alterations of capital, including calls;
2. Financial results;
3. Decision on voluntary delisting by the Company from stock exchange(s).
4. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the Company), agreement(s)/treaty (ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s)thereof.
5. Fraud/defaults by promoter or key managerial personnel or by Company or arrest of key managerial personnel
6. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.
7. Appointment or discontinuation of share transfer agent.
8. Corporate debtre structuring.
9. One time settlement with a bank.
10. Reference to BIFR and winding-up petition filed by any party /creditors.
11. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the
12. Proceedings of Annual and extraordinary general meetings of the Company.
13. Amendments to memorandum and articles of association of Company, in brief.
14. Schedule of Analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutiona linvestors;

 

ANNEXURE-2

 

Disclosure of events and information as specified in Para B Of Part A of Schedule III to the SEBI (Listing Obligations And Disclosure Requirements), 2015.

1. Events which shall be disclosed upon application of the guidelines for materiality referred sub-regulation (4) of regulation(30):

 

1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.

 

2. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety orpiece meal).

 

3. Capacity addition or product launch.

 

4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.

 

5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s)thereof.

 

6. Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lock outs etc.

 

7. Effect(s) arising out of change in the regulatory framework applicable to the Company.

 

8. Litigation(s) / dispute(s) / regulatory action(s) with impact.

 

9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of Company.

 

10. Options to purchase securities including any ESOP/ESPS Scheme.

 

11. Giving of guarantees or indemnity or becoming a surety for any third party.

 

12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals. Etc.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND ONDEALING WITH RELATED PARTY TRANSACTIONS

PREAMBLE

Related party transactions can present a potential or actual conflict of interest which may be against the best interest of the company and its shareholders.

Considering the same the Board of Directors (the “Board”) of Prem Somani Financial Services Limited(the “Company”) has adopted this Policy based on the recommendation of Audit Committee and the said Policy includes the materiality threshold and the manner of dealing with Related Party Transactions (“Policy”) in compliance with the requirements of Section 188 of the Companies Act, 2013.

OBJECTIVE

This Policy is intended to ensure due and timely identification, approval, disclosure and reporting of transactions between the Company and any of its Related Parties in compliance with the applicable laws and regulations as may be amended from time to time.

The provisions of this Policy are designed to govern the approval process and disclosure requirements to ensure transparency in the conduct of Related Party Transactions in the best interest of the Company and its shareholders and to comply with the statutory provisions in this regard.

DEFINITIONS

“Arm’s Length Transaction (‘ALT’)” means, a transaction between two related parties that is conducted as if they are unrelated, so that there is no conflict of interest.

A transaction with a related party will be considered to be on arm’s length basis if the key terms, including pricing of the transaction, taken as a whole, are comparable with those of similar transactions if they would have been undertaken with unrelated parties.

It may be noted that this policy framework, including the definitions above, is meant solely for the purposes of compliance with related party transaction requirements under Companies Act, 2013. The above terms may have different connotations for other purposes like disclosures in the financial statements, which are governed by applicable regulations, accounting standards, regulatory guidelines etc.

“Arm’s Length Transaction (‘ALT’)” means, a transaction between two related parties that is conducted as if they are unrelated, so that there is no conflict of interest.

“Audit Committee or Committee” means the Committee of the Board constituted from time to time under the provisions of Section 177 of the Companies Act, 2013.

“Board” means the Board of Directors as defined under the Companies Act, 2013.

“Key Managerial Personnel” means Key Managerial Personnel as defined under the Companies Act, 2013.

“Material Related Party Transaction” as per Regulation 23 means a transaction with a related party if the transaction/transactions to be entered into individually or taken together with previous transactions during the financial year, exceeds of the annual consolidated turnover of the Company as per the last audited financial statements of the Company or such limits as may be prescribed either in the Companies Act, 2013 or the SEBI LODR, whichever is stricter, from time to time.

Transaction(s) involving payments made to arelated party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed two percent of the annual consolidated turnover of the company as per the last audited financial statements of the company.

“Ordinary course of business” includes but not limited to a term for activities that are necessary, normal, and incidental to the business. These are common practices and customs of commercial transactions. The ordinary course of business covers the usual transactions, customs and practices related to the business.

The following factors are indicative of a transaction being in the ordinary course of business:

1. The transaction is normal or otherwise unremarkable for the business.
2. The transaction is frequent/regular
3. The transaction is a source of income for the business
4. Transactions that are part of the standard industry practice, even though the Bank may not have done it in the past.

These are not exhaustive criteria and the company will have to assess each transaction considering its specific nature and circumstances.

“Related Party” a means related party as defined under the sub-section (76) of Section 2 of Companies Act, 2013 read with Regulation 2(1) (zb) of SEBI LODR and as amended from time to time.

“Related Party Transactions” means transfer of resources, services or obligations between a listed entity and a related party, regardless of whether price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract, as defined in regulation 2(1) (zc) and envisaged in Section 188(1) of the Companies Act 2013.

“Relative” means a relative as defined under sub-section (77) of Section 2 of the Companies Act, 2013 and the rules prescribed there under.

“Transaction” with a related party shall be construed to include a single transaction or a group of transactions.

Any word or expression used but not defined herein shall have the same meaning as assigned to it in the Companies Act, 2013 or rules made there under, or SEBI LODR.

MANNER OF DEALING WITH RELATED PARTY TRANSACTIONS

1. Identification of related parties

The Company has formulated guidelines for identification and updating the list of related parties as prescribed under Section 2(76) of the Companies Act, 2013 read with the Rules framed there under and Regulation 2(1) (zb) of the SEBI LODR.

b)  Identification of related party transactions

The Company has formulated guidelines for identification of related party transactions in accordance with Section 188 of the Companies Act, 2013 and Regulation 2(1) (zc) of the SEBI LODR. The Company has also formulated guidelines for determining whether the transaction is in the ordinary course of business and at arm’s length basis and for this purpose, the Company may seek external professional opinion, if necessary.

REVIEW AND APPROVAL OF RELATED PARTY TRANSACTION

1. Audit Committee

All the transactions which are identified as related party transactions should be pre- approved by the Audit Committee before entering into such transaction.

Audit committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to the following conditions, namely-

1. The audit committee shall lay down the criteria for granting the omnibus approval in consonance with the policy on related party transactions and such approval shall be applicable in respect of transactions which are repetitive in nature;
2. The audit committee shall satisfy it regarding the need for such omnibus approval and that such approval is in the interest of the Company.

• The omnibus approval shall specify:
• the name(s) of the related party, nature of transaction, period of transaction, maximum amount of transactions that shall be entered into,
• the indicative base price / current contracted price and the formula for variation in the price if any;and
• such other conditions as the audit committee may deemfit:

Provided that where the need for related party transaction cannot be foreseen and aforesaid details are not available, audit committee may grant omnibus approval for such transactions subject to their value not exceeding rupees one crore per transaction.

1. The audit committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvalsgiven.
2. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of oneyear.

B.    Board of Directors

As per the provisions of Section 188 of the Companies Act, 2013, all kinds of transactions specified under the said Section and which are not in the ordinary course of business or not at arm’s length basis, are placed before the Board for its approval.

In addition to the above, the following kinds of transactions with related parties are also placed before the Board for its approval:

1. Transactions which may be in the ordinary course of business and at arm’s length basis, but which are as per the policy determined by the Board from time to time (i.e. value threshold and/or other parameters) require Board approval in addition to Audit Committeeapproval;
2. Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board forapproval;

• Transactions which are in the ordinary course of business and at arm’s length basis, but which in Audit Committee’s view requires Boardapproval;

1. Transactions meeting the materiality thresholds, which are required to be placed before the shareholders forapproval.

Any member of the Board who has any interest in any related party transaction will rescue himself and abstain from discussion and voting on the approval of the related party transaction.

C.    Shareholders

• If a related party transaction is a material transaction as per Regulation 23, it shall require shareholder’s approval through resolution and no related parties shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not.

 

• If a related party transactions is not in the ordinary course of business, or not at arm’s length price and exceeds certain thresholds prescribed under the Companies Act, 2013, it shall require shareholders’ approval by a resolution. In such a case, any member who is a related party having interest in the transaction for which resolution being proposed, shall not vote on such resolution passed for approving related party transaction.

Section 188(1) of the Companies Act, 2013 provides that the requirement for seeking shareholders’ approval shall not be applicable  to transactions between the Company and its wholly owned subsidiary/ies whose accounts are consolidated with the Company.

D.    Reporting of related party transactions

Every contract or arrangement, which is required to be approved by the Board/shareholders under this Policy, Companies Act, 2013, shall be referred to in the Board’s report to the shareholders along with the justification for entering into such contract or arrangement.

Further, every material related party transaction, which is required to be disclosed to stock exchange, shall be disclosed by the Company as promptly as practicable.

The details of material transactions with related parties will be included in the corporate governance reports which are required to be submitted to the stock exchanges on a quarterly basis.

The details of related party transactions on a consolidated basis would be submitted, to the stock exchanges and published on the Company’s website on  a half-yearly basis, within 30 days from the publication of the Company’s financial results.

The transactions with any person or entity belonging to the promoter/promoter group of the company and having shareholding of 10% or more in the company would be disclosed in the annual results.

Related Party Transactions not previously approved under this policy

In the event the Company becomes aware of a Related Party Transaction that has not been approvedorratifiedunderthisPolicy,thetransactionshallbeplacedaspromptlyaspracticable before the Committee or Board or the Shareholders as may be required in accordance with this Policy for review and ratification.

The Committee or the Board or the Shareholders shall consider all relevant facts and circumstances respecting such transaction and shall evaluate all options available to the Company, including but not limited to ratification, revision, or termination of such transaction, and the Company shall take such action as the Committee deems appropriate under the circumstances.

LIMITATION AND AMENDMENT

In the event of any conflict between the provisions of this Policy and of the Act or SEBI LODR or any other statutory enactments, rules, the provisions of such Act or SEBI LODR or statutory enactments, rules shall prevail over this Policy. Any subsequent amendment / modification in the Listing Agreement, Companies Act, 2013and/or applicable laws in this regard shall automatically apply to this Policy.

POLICY REVIEW

The Audit Committee may review this policy from time to time and recommend any changes to the board for approval.

ARCHIVAL POLICY ON DISCLOSURES HOSTED ON WEBSITE OF THE COMPANY

• PREFACE

In pursuance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Prem Somani Financial Services Limited (“the Company”) is required to disclose on its website all such events or information which has been disclosed to stock exchanges where the securities of the Company are listed (“Stock Exchanges”) under Regulation 30 of Listing Regulations. Further, such disclosures shall be hosted on the website of the Company for a minimum period of 5 years and thereafter as per the archival policy of the Company, as disclosed on its website. Accordingly, the Company has adopted this “Archival Policy on disclosures to be hosted from time to time on the website of the Company”(“Policy”).

• OBJECTIVE OF THEPOLICY

The objective of this policy is to comply with Regulation 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as mentioned below:

“The listed entity shall disclose on its website all such events or information which has been disclosed to stock exchange(s) under this regulation , and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website.”

• ARCHIVALPOLICY

All the disclosures made by the Company to the Stock Exchanges under Regulation 30 of the Listing Regulations, shall be hosted on the website of the Company namely www.psfs@co.infor a minimum period of 5years.

Disclosed Information which are over five years shall be kept in the archives of the Company for a period of 1 year. Anyone intending to review those Disclosed Information may write to Compliance Officer of the Company.

In case the aforesaid disclosures are required by any applicable law or regulation to be hosted for a period longer than that mentioned above, such disclosures shall be hosted on the website of the Company for such longer period.

• COMMUNICATION OF THISPOLICY

For all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other related policies. For all existing Employees and Directors, a copy of this Policy shall be handed over within one month of the adoption of this Policy by the Board of Directors of the Company. This Policy shall also be posted on the web-site of the Company.

• AMENDMENT

Any change in the Policy shall be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act, 2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory Provisions shall prevail.

PREM SOMANI FINANCIAL SERVICES LIMITED

Registered Office: 42, Jai Jawan Colony, Scheme No. 3 Durgapura, Jaipur-302018, Rajasthan

Contact No. 9829051268, Email Id:limitedpsfs@gmail.com

CIN: L67120RJ1991PLC006220

Website: www.psfs.co.in

Policy on Preservation & Utilization of Stationery –

Blank Security Certificates, Warrants, etc.

(Pursuant to SEBI Circular No. SEBI / HO / MIRSD / DOP1/CIR/P/2018/73

dated April 20, 2018)

Adopted by the Board of Directors at their meeting held on 30.05.2018

Introduction:

Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI / HO / MIRSD / DOP1 / CIR / P / 2018 / 73 dated April 20, 2018 mandates every listed entities and the Registrar and Transfer Agents (RTA) to frame a written policy for maintaining strict control on the usage of stationery including blank certificates, dividend / interest / redemption warrants, etc. (Blank Stationery).

The Board of Directors of Prem Somani Financial Services Limited (the Company) at their meeting held on 30.05.2018has adopted this Policy. The Company and the RTA shall be responsible for maintaining strict control on the usage of the Blank Stationery in accordance with this Policy.

Definitions:

“Board of Directors” or “Board” means the Board of Directors of Prem Somani Financial Services Limited as constituted / re-constituted from time to time.

“Company” means Prem Somani Financial Services Limited.

“Policy” or “this Policy” means policy for maintaining usage of Blank Stationery including blank certificates, dividend / interest /redemption warrants, etc.

“RTA” means the Registrar and Share Transfer Agents of the Company.

“SEBI” means the Securities and Exchange Board of India.

Monitoring usage of Blank Stationery:

1. The Blank Stationery shall be printed only on the authority of the Board and the said authorization shall also include the quantity to be printed.
2. Proper record of the Blank Stationery lying with the Company and also delivered to RTA shall be maintained by the Company Secretary.
3. The Blank Stationery shall be kept in the custody of the Company Secretary and / or the RTA respectively.
4. The Company shall ensure that the Blank Stationery to be provided to the RTA shall have pre-printed control number printed on the reverse of the share certificate.
5. The Blank Stationery lying with the Company shall be used only with the permission of the Company Secretary.
6. RTA shall maintain the Register of the Blank Stationery with details of opening balance, receipt, issued, closing balance.
7. The Company shall provide blank share certificate to RTA when the inventory level reaches 25 numbers. As per this Policy, RTA can maintain up to a maximum of 100 blank share certificates at any given point of time.
8. The Company and the RTA shall physically verify the Blank Stationery lying with them on quarterly basis and prepare a reconciliation report of the same containing the reasons for deviations, if any.
9. The above report prepared by the RTA shall be forwarded to the Company Secretary within seven working days from the end of the quarter.
10. Deviation(s) observed, if any, in the said report shall be checked by the Company Secretary and shall be reported to the Chairman and / or the Managing Director of the Company, in case of suspicion of fraud or shortfall.
11. The said report shall be maintained by the Company Secretary and the RTA in their records.

III. Amendment in the Policy:

The Board may amend this Policy from time to time to incorporate any subsequent amendment(s) / modification(s) brought in force by SEBI with respect to matters covered under this Policy.

For Prem Somani Financial Services Limited

Nawal Kumar Somani

MANAGING DIRECTOR

Place: Jaipur

Date: 30.05.2018

 

 

 

 

POLICY FOR PRESERVATION OF DOCUMENTS

• PREFACE

The Board of Directors (the “Board”) of Prem Somani Financial Services Limited. (the “Company”) has approved the following Policy (“The Policy”) of the Company for preservation of Documents /Records maintained by the Company either in Physical Mode or Electronic Mode (hereinafter referred to as “the Documents”). This Policy has been formulated in accordance with the Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

• PURPOSE

The purpose of this Policy is to ensure that the all the necessary documents and records of the Company are adequately protected and preserved as per the statutory requirements and to ensure that the records of the Company which are no longer needed or are of no value are discarded after following the due process for discarding the same. This Policy is also for the purpose of aiding employees of the Company in understanding their obligations in retaining and preserving the documents and records which are required to be maintained as per the applicable statutory and regulatory requirements.

• POLICY FOR PRESERVATION OFDOCUMENTS

1. Documents and Records of the Company required to be maintained under the Listing Regulations shall be classified in two categories as below:
2. Documents whose preservation shall be permanent in nature shall be preserved permanently by the Company subject to the modifications, amendments, addition, deletion or any changes made therein from time totime;
3. Other Documents shall be preserved for a period of not less than eight (8) years after completion of the relevant transactions the subject to the modifications, amendments, addition, deletion or any changes made therein from time totime.
4. The listing documents and records in physical form shall be in the custody of the Company Secretary.
5. The Company may keep the listing documents and records as specified above in electronic mode.
6. The Registrar and Share Transfer Agent shall ensure that the correct procedures are followed for maintenance of the Listing Records required to be maintained by them.

• COMMUNICATION OF THISPOLICY

For all new Employees and Directors, a copy of this Policy shall be handed over as a part of the joining documentation, along with other policies. For all existing

Employees and Directors, a copy of this Policy shall be handed over within one  month of the adoption of this Policy by the Board of Directors of the Company.

• AMENDMENT

Any change in the Policy shall be approved by the Board of Directors of the Company. The Board of Directors shall have the right to withdraw and / or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.

 

 

 

 

 

 

PREM SOMANI FINANCIAL SERVICES LIMITED

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT OF WOMEN AT WORKPLACE

PREAMBLE:

Prem Somani Financial Services Limited. (hereinafter referred to as “Company”) is committed to provide a healthy work environment which ensures that every woman employee is treated with dignity, respect and equitable treatment. It is an equal employment opportunity company that enables employees to work without fear of prejudice, gender bias and sexual harassment. Integrity, honesty and respect for people are among our core values. Sexual Harassment is not only a serious misconduct but criminal offence also, which can destroy human dignity and freedom. In an effort to promote the wellbeing of all women employees at the workplace, this policy is envisaged as under:

1. It shall be the duty of the Management of the Establishment to prevent or deter the commission of any act of sexual harassment of women at the workplace.
2. Sexual Harassment of women will be considered as misconduct and action will be taken based on the findings of the enquiry in this context.
3. The definition of sexual harassment of women will be as defined in section 2(n) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as represented below:-

“Sexual Harassment of women” includes any one or more of the following unwelcome acts or behavior (whether directly or by implication), namely:-

• Physical contact and advances; or
• A demand or request for sexual favours; or
• Making sexually coloured remarks; or
• Showing pornography; or
• Any other unwelcome physical, verbal or non-verbal conduct of sexual nature.

1. The following circumstances, among other circumstances, if it occurs or is present in relation to or connected with any act or behavior of sexual harassment, may amount to sexual harassment:-

• Implied or explicit promise of preferential treatment in her employment; or
• Implied or explicit threat of detrimental treatment in her employment; or
• Implied or explicit threat about her present or future employment status; or
• Interference with her work or creating an intimidating or offensive or hostile work environment for her; or
• Humiliating treatment likely to affect her health orsafety.

OBJECTIVE:

This policy has been formulated keeping in view the provisions under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013” (hereinafter referred to as “Act”) and its Rules notified on 09^th December, 2013. The said policy is to define the guidelines and the process to be followed in order to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment in addition to the matters connected therewith or incidentalthereto.

For any doubt or further clarification, reference is made to the SHWW Act and Rules.

APPLICABILTY:

This policy will extend to all employees of the Company including those employed on contractual basis. The policy also extends to those who are not employees of the Company, such as customers, visitors etc., but are subjected to sexual harassment at the Workplace (defined hereinafter) of the Company.

All concerned should take cognizance of the fact that company strongly opposes sexual harassment, and that such behavior against women is also prohibited by the law as laid down in Act. Commission of any act of sexual harassment as defined in the Act and in this Policy shall result in strict disciplinary action.

SCOPE:

The scope of Policy is restricted to the following for all associates:

The Policy is with respect to Prevention, Prohibition &Redressal of Sexual Harassment which may arise in places not limited to business location viz. Company’s offices / branches but also includes :-

• Any external location visited by employees due to or during the course of their employment with the Company such as business locations of other Companies/ entities, guest houses etc.
• Any mode of transport provided by the Company for undertakes a journey to and from the aforementioned locations.

Sexual harassment is judged by the impact on the complainant and not the intent of the Respondent.

1. ABBREVIATIONS:

In this Policy document, unless there is anything repugnant to the subject or context thereof, the words and expressions as stated below shall have the following meanings:-

1. “Act” means The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013 and Rules framed there under.
2. “Aggrieved Woman” means a woman in relation to work place whether employed or not, who alleges to have been subjected to any act of sexual harassment by the Respondent.
3. “Company” means Prem Somani Financial Services Limited and are under the same management and control as that of the Company.
4. “Employee” means a person employed at a workplace for any work on regular, temporary, ad hoc or daily wages basis, either directly or through an agent with or, without the knowledge of the principal employer, whether for remuneration or not, or working on a voluntary basis or otherwise, whether the terms of employment are express or implied and includes a co-worker, a trainee or called by any other such name.
5. “Employer” means the head of the Company or any person who is responsible for the management, supervision and control of the workplace.
6. “Internal Complaints Committee” means a committee constituted by Company as per this Policy.
7. “Presiding Officer” means the Presiding Officer of the Internal Complaints Committee nominated under sub-section (2) of section 4 of the Act
8. “Member “means member of the Internal Committee or Local Committee as the case maybe.
9. “Complainant Employee (CE)”Complainant Employee (CE) means any Woman Employee [as per Section 2(a) of SHWW Act] who has lodged a complaint of sexual harassment at workplace and has been subjected to any act of sexual harassment by another employee ‘RE’ (herein after referred to as ‘Respondent Employee’).

Comments: The complainant need not necessarily be an employee; it can even be a visitor, guest etc. of the organization.

1. “Management” Management means Company’s Managing Director / Executive Director as notified on the Notice Board of the Establishment.
2. “Respondent Employee (RE)”Respondent Employee (RE) means any employee against whom the complaint for sexual harassment has been lodged.
3. “Workplace” Workplace means the places referred in clause 2(o) of the SHWW Act and inter-alia includes every and all offices, branches and Depots located anywhere in India. It also includes any place visited by the employees arising out of or during the course of employment including transportation provided by the Management of the establishment for undertaking such journey.
4. “Special Educator” A Special Educator means a person trained in communication with people with special needs in a way that addresses their individual differences and needs.
5. “LC” Local Committee.
6. “District  Officer” District officer means an officer notified by appropriate Government which may be District Magistrate or Additional District Magistrate or the Collector or Deputy Collector for every district to exercise powers or discharge functions under SHWW Act,2013.

2. RESPONSIBILITIES REGARDING SEXUALHARASSMENT:

All employees of the Company have a personal responsibility to ensure that their behavior is not contrary to this policy. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment.

Internal Complaints Committee

The Management of the Company shall constitute the respective Committees, for Head office and other workplace/units of the Company which are located in India, in the name and style of “Internal Complaints Committee” (herein after ‘ICC’) to consider and redress complaints of Sexual Harassment at each such Unit/workplace.

The Qualification of Presiding Officer and Members of the respective Committees shall be as under:

 

S.No.	Designation	Qualification
1.	Presiding Officer	A woman employed at a senior level at workplace from amongst employees (in case a senior level women employee is not available, the Presiding officer shall be nominated from the other offices or administrative units of the workplace. In case the other offices or administrative units of the workplace do not have a senior level woman employee, the Presiding officer shall be nominated from any other workplace of the same employer or other department or organization of the same employer)
2.	Members from amongst employees of respective workplace	From employees preferably committed to the cause of women or who have experience in social work or have a legal knowledge. Each Committee shall have at least 2 such members.
3.	Member         from         NGO         or association     committed                to cause of women or a person familiar           with         the        issue relating to sexual harassment	From                   amongst                    non-governmental organizations or associations committed to the cause of women or a person familiar with the issues relating to sexual harassment

 

At least one half of the total members of each such Committee shall be women.

A quorum of 3 members is required to be present for the proceedings of the respective Committee to take place. The quorum shall include the Presiding Officer, at least two members, one of whom shall be a woman.

3.   ADMINISTRATION:

The Human Resource Department of the Company shall be the governing body for this policy and shall be responsible for maintaining all records, registers and other documents and to conduct all kinds of seminars, trainings, awareness programs as may be required under the said Act.

4. POWERS OF INTERNAL COMPLAINTSCOMMITTEE:

It shall have same power as are vested in a Civil Court under the Code of Civil Procedure 1908, when trying into following matters:

• Summoning and enforcing attendance of any person and examining him on oath;
• Requiring the discovery and production of document;
• Any other manner which may be prescribed.

5. CONFIDENTIALITY:

The Company understands that it is difficult for the victim to come forward with a complaint of sexual harassment and recognizes the victim’s interest in keeping the matter confidential.

To protect the interests of the victim, the accused person and others who may report incidents of sexual harassment, confidentiality will be maintained throughout any investigatory process to the extent practicable and appropriate under such circumstances.

6. DISPUTE RESOLUTION PRIOR TOENQUIRY

The Internal Complaints Committee may if, and only if so requested by the aggrieved woman, try to resolve the matter informally by intervening and thereby permitting the parties to resolve the matter mutually before the commencement of the formal enquiry proceedings.

7. ORAL COMPLAINTS TO BE REDUCED INWRITING

It shall be the duty of the ICC before whom an oral complaint is made under this Act to reduce the said complaint in writing and read out the complaint to the complainant in the language requested by the complainant and obtain the signature of the complainant.

8. IMPROPERCOMPLAINTS 

This policy shall not be used to bring frivolous or malicious complaints against anyone. Making a knowingly false complaint subjects the complainant to disciplinary or corrective action. However, failure to prove a claim of sexual harassment does not constitute proof of a false and / or malicious accusation.

9. THIRD PARTYHARASSMENT

Where sexual harassment occurs to any woman employee as a result of an act or omission by any third party or outsider, the Company will take all steps necessary and reasonable to assist the affected person in terms of support and preventive action.

10.  COMPLAINT AGAINSTEMPLOYER

If any Complaint is made against the employer himself then the said complaint will directly be entertained by Local Complaint Committee formed by State/Central Government for every District.

11.  COMPLAINT

1. Any aggrieved woman can make in writing a complaint within a period of 3 months from date of incident and in case of series of incidents within a period of three months from the date of last incident;
2. Internal Committee for reasons to be recorded in writing extend time limit not exceeding 3 months if it is satisfied that the circumstances were such that prevented the woman from filing a complaint within said period.
3. Where the aggrieved woman is unable to make a complaint on account of her physical incapacity, a complaint may be filed by:
4. Her Legal Heirs;
5. Her relative or friend;

• Her co-worker;

1. Officer of National Commission for Women or State Women’s Commission;
2. Any person who has knowledge of incidence, with written consent of the aggrieved woman.

In case of her mental incapacity, complaint may filed by

1. Her Legal heirs;
2. Her relative or friend;

• Special educator;

1. Qualified psychiatrist or psychologist;
2. Guardian or authority under whose care she is receiving treatment or care;
3. Any person who has knowledge of the incident jointly with her relative or friend or special educator or qualified psychiatrist or psychologist or guardian or authority under whose care she is receiving treatment or care;
4. In any other case by any person who has knowledge of the incident, with her written consent.
5. In case of death of woman, by any person who has knowledge of the incident, with the written consent of her legal heir.

12.  MANNER OF INQUIRY INTOCOMPLAINT:

1. Complainant shall submit to the committee, 6 copies of complaint along with supporting documents and the name and address of the witnesses;
2. Within 7 working days the committee shall send one of the copy to respondent;
3. Respondent shall file his reply with documents and name and address of the witnesses within 10 working days (or such longer time as the Committee may allow in special circumstances/reasons to be recorded in writing ) from the date of the receipt of notice;
4. The committee shall make the inquiry on the principles of Natural Justice;
5. If complainant or respondent fails to present for 3 consecutive hearings convened by chairperson without sufficient cause, the committee shall have the right to terminate the proceedings or give ex-parte decision;
6. Provided such termination or ex-parte decision may not be passed without giving 15 days advance notice in writing to the party concerned;
7. The parties shall not be allowed to bring in any legal practitioner;
8. In conducting inquiry a minimum of 3 members including Presiding Officer shall be present;
9. Where both parties are employees, the parties shall , during course of inquiry, be given an opportunity of being heard;
10. The Inquiry shall be completed within a period of Ninety days from the date of complaint.

13.  ACTION DURING PENDENCY OFINQUIRY

During the pendency of an inquiry, on request made by aggrieved woman, the Committee may recommend to the employer to:

1. Transfer the aggrieved woman or respondent to any other workplace; or
2. Grant leave to the aggrieved woman up to a period of 3 months. The leave granted under this clause shall be in addition to the leave she would otherwise be entitled; or
3. Restrain respondent from reporting on the work performance of the aggrieved woman or writing her confidential report, and assign the same to another officer; or

On recommendation of ICC, the employer shall implement the recommendation and send the report of such implementation to the ICC.

14.  INQUIRYREPORT

The committee shall provide the report of its finding to the employer within a period of 10 days from date of completion of the inquiry and such report be made available to concerned parties as well.

15.  PUNISHMENT FOR CONTRAVENTION OFACT

The punishment and penalties for any sexual harassment will depend upon circumstances and may vary on case to case basis. However, the committee will have the full rights to recommend the employer following action against respondent:

1. To take any action including written apology , warning, reprimand or censure, withholding of promotion , withholding of pay rise or increment , terminating the respondent from services or undergoing a counseling session or carrying out community services, Curtailment of privilege, Bar on representing the company at any extra or co-curricular activity, Mandatory attendance in a sexual harassment workshop or program, Any other action prescribed in the Act/ Code of Conduct/ Service Rules/ Contract Rules, Termination, Suspension ,Demotion , Bond of good behavior ,Debarring from supervisory duties.
2. To deduct a sum from the salary or wages of the respondent as it may be considered appropriatebytheManagementtobepaidtotheaggrievedperson.Incasededuction

from salary / wages is not possible due to absence or cessation of respondent from employment, respondent can be directed to pay the amount to the aggrieved person.

1. The employer shall act upon recommendation of ICC within 30 days of its receipt by him.

16.  AWARENESS:

1. All the Employees, Agents, Customers, Vendors, Partners and Visitors shall have access to this Policy at any given point of time and clarification related to this Policy shall be addressed by the Human Resources Department.
2. A brief shall be given to all existing employees regarding the features of this Policy immediately on formulation of the Policy and to new employees in the Company during their initial induction.
3. The Employer shall comply with all other duties as set out under Clause 17 of this policy to ensure that all employees are provided with the safe working environment at the workplace.
4. Company shall display the notice showing the name of the Internal Complaints Committee members at its every establishment at a conspicuous place.

17.  DUTIES OFEMPLOYER

1. Provide a safe working environment at the workplace which shall include safety from the persons coming into contact at the workplace;
2. Display at any conspicuous place in the workplace, the penal consequences of sexual harassments; and the order constituting the Internal Complaints Committee under sub- section(1) of section4;
3. Organize workshops and awareness programmes at regular intervals for sensitizing the employees with the provisions of the Act and orientation programmers for the members of the Internal Complaints Committee in the manner as may be prescribed;
4. Provide necessary facilities to the Internal Complaints Committee or the Local Complaints Committee, as the case may be, for dealing with the complaint and conducting an inquiry;
5. Assist in securing the attendance of respondent and witnesses before the Internal Complaints Committee or the Local Authority, as the case maybe;
6. Make available such information to the Internal Complaints Committee or the Local Complaints Committee, as the case may be, as it may require having regard to the complaint made under sub- section (1) of section9;
7. Provide assistance to the woman if she so chooses to file a complaint in relation to the offence under the Indian Penal Code or any other law for the time being in force;
8. If the aggrieved woman so desires, where the perpetrat or is not an employee, in the workplace at which the incident of sexual harassment took place, cause to initiate action, under The Indian Penal Code or any other law for the time being in force, against the perpetrator;
9. Treat sexual harassment as a misconduct under the service rules/Code of Conduct and initiate action for such misconduct;
10. Monitor the timely submission of reports by the Internal Complaints Committee.

Manner to organize workshops, etc.

Subject to the provisions of Section 19 of the Act, every employer shall-

1. Formulate and widely disseminate an internal policy or charter or resolution or declaration for prohibition, prevention and redressal of sexual harassment at the workplace intended to promote gender sensitive safe spaces and remove underlying factors that contribute towards a hostile work environment againstwomen;
2. Carry out orientation programmes and seminars for the Members of the Internal Complaints Committee;
3. Carry out employees awareness programmes and create forum for dialogues which may involve Panchyati Raj Institutions, Gram Sabha, women’s groups, mother’s committee adolescent groups, urban local bodies and any other body as may be considerednecessary;
4. Conduct capacity building and skill building programmes for the members of the Internal Complaints Committee;
5. Declare the names and contact details of all the Members of the Internal Complaints Committee;
6. Use modules developed by the State Governments to conduct workshops and awareness programmes for sensitizing the employees with the provisions of theAct.

18.  MISCELLANEOUS:

1. Company may make any alteration or amendment or rescind any of the clauses of this Policy as and when it finds it necessary to do so as long as it complies with the Act. Any such alterations or amendment or rescinding shall be well intimated to the employees.
2. Nothing contained in this policy shall operate in derogation of any law for the time being in force or to the prejudice of any right of any employee under any other Rules or Law.
3. The Internal Complaints Committee shall prepare an annual report with the following details and shall submit the same to the Company to include in its Annual report:

• Number of complaints of sexual harassment received during theyear;
• Number of complaints disposed off during theyear;
• Number of cases pending for more than 90days;
• Number of workshops or awareness programs against sexual harassment carried out;
• Nature of action taken by theemployer.

CONCLUSION:

Complaints relating to Sexual Harassment shall be handled and investigations will be conducted under the principles of natural justice and on basis of fundamental fairness, in an impartial and confidential manner. The decision of Company shall be final and binding on all. However, the same is without prejudice to any recourse that Company or the individual concerned may have against the respondent and it shall not limit or restrict the rights of the Complainant and/or Company to pursue, nor shall they be precluded from pursuing, such further and other legal actions as may beavailable.

 

RE-COMPOSITION OF INDEPENDENT DIRECTOR COMMITTEE MEMBERS W.E. F. MARCH 31, 2021

S. NO.	NAME OF THE DIRECTOR	DESIGNATION IN BOARD	DESIGNATION IN COMMITTEE
1	Mr. Nagendra Nagraj Nallu	Additional Director (Independent)	Chairman and Member
2	Mr. Hemant Bohra	Additional Director (Independent)	Member

BOARD COMMITTEES

The Board has appointed various committees to assist it in discharging its responsibilities. The Board has adopted charters setting forth the roles and responsibilities of each of the committees as well as qualifications for committee membership, procedures for committee members’ appointment and removal, committee structure and operations and reporting to the Board. The Board may constitute new committees or dissolve any existing committee as it deems necessary for the discharge of its responsibilities.

S. NO.	NAME OF THE DIRECTOR	DESIGNATION IN BOARD	DESIGNATION IN Board
1	Mr. Lionel Anthony Velloz	Managing Director	Chairman
2	Mr. Dinesh Kumar Bohra	Additional Director and CFO	Additional Director and CFO
3	Ms. Sonali Gupta	Additional (Non-Executive Director)	Additional Director
4	Mr. Hemant Bohra	Additional Director (Independent)	Additional Director
5	Mr. Nagendra Nagraj Nallu	Additional Director (Independent)	Additional Director
6	Mr. Nawal Kumar Somani	Director	Director
7	Ms. Ankita Agarwal	Company Secretary and Compliance Officer	Company Secretary