PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED

Registered Office: No. 6, Alcazar, 11/1, Infantry Road Cross, Bangalore-560001

CIN: U72200KA2012PTC062789

NOTICE

To
The Members of
Prime Factor Business Solutions Private Limited
Bangalore

Notice is hereby given that the 8thAnnual General Meeting of the company will be held at the
Registered Office of the company on Wednesday, 23rd September 2020 at 11.30 am to
transact the following Business:

AGENDA –

1. To consider and adopt the Balance Sheet as at 31.03.2020 and Statement of Profit
& Loss for the year ended on that date along with the reports of the Auditors’ and
the Directors’ thereon.

By the order of the Board of Directors

Sd/-
R.Murali
Director
DIN No.02201008

Place: Bangalore
Date : 28/08/2020
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
Registered Office: No. 6, Alcazar, 11/1, Infantry Road Cross, Bangalore-560001
CIN: U72200KA2012PTC062789

Board of Directors : Sunil Sunderlal Luhar - Director

Ratnagiri Murali - Director
Uma Murali – Director

Registered Office : #6, Alcazar, 11/1, Infantry Road Cross

Bangalore – 560001

Auditors : Madan & Co.

Chartered Accountants
Bangalore

Bankers : ICICI Bank

MG Road
Bangalore
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
Registered Office: No. 6, Alcazar, 11/1, Infantry Road Cross, Bangalore-560001
CIN: U72200KA2012PTC062789

ABRIDGED DIRECTORS' REPORT

To
The Members,
Prime Factor Business Solutions Private Limited,
Bangalore.

Your Directors have pleasure in presenting the 8th Annual Report together with the Audited Statements of
Account of the Company for the year ended 31st March 2020.

1. Financial Summary /Performance of the Company

Particulars 31.03.2020 31.03.2019

` `
Revenue from Operations (Including Other Income) -- 9,619
Operating Costs (Excluding Depreciation & Amortization) 3,672 29,18,514
Depreciation & Amortization 0 0
Profit / (Loss) Before Tax Adjustments (3,672) (29,08,895)
Less: Provision for Taxation (Including deferred tax and
short / excess provision of earlier years) -- 11,118
Net Profit for the Year (3,672) (29,20,013)
Earnings Per Share (0.01) (11.68)
Dividend & Dividend Distribution Tax -- --

2. State of Affairs

The turnover for the year under review amounted to Nil against turnover of Rs. 9619/- during the
previous financial year. The loss before tax during the year under review amounted to Rs. 3,672 against
loss before tax of Rs. 29,20,013 during the previous financial year.

The Company had no significant commercial activity during the last few financial Years, and
considering the present situation (Covid-19 pandemic) is not likely to have commercial activity going
forward. The Directors recommend that the Company approach Ministry of Corporate Affairs for strike
off of the Company from the Register of the Companies.

3. Directors

There has been no change in the constitution of the Board of Directors of the Company during the year
under review.

4. Board’s Comment on the Auditors’ Report

The Auditors’ Report does not contain any qualification or adverse remarks. Notes to Accounts and
Auditors remarks in their report are self-explanatory and do not call for any further comments or
clarifications.

5. Number of meetings of the Board of Directors

Four Board Meetings were held during the financial year ended 31st March 2020.
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
Registered Office: No. 6, Alcazar, 11/1, Infantry Road Cross, Bangalore-560001
CIN: U72200KA2012PTC062789

6. Web-Link of Annual Return

The Company does not have any dynamic website till the financial year ended 31st March 2020. Hence,
no annual returns are uploaded.

7. Material changes and commitments

No material changes and commitments affecting financial position of the Company occurred between
the close of the financial year of the Company to which the balance sheet relates and the date of the
report.

8. Details of significant and material orders passed by the regulators, courts and tribunals

During the period under review, no significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company’s operations in future.

9. Details of fraud reported by Auditors u/s 143(12)

During the period under review, no fraud in the Company has been reported by the Auditors.
10. Statutory Auditors
M/s. Madan & Co, Chartered Accountants [Firm registration No.005568S], having office at No.237, 2nd Cross,
Cambridge Layout Ulsoor, Bangalore – 560008, have been appointed for a term of five years which will
conclude at the end of the Twelfth Annual General Meeting .The Company has received communication from
the Auditors to the effect that their appointment remains in accordance with the provisions of Section 141 the
Companies Act, 2013.

11. Directors’ Responsibility Statement

With respect to the Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

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

e) The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
Registered Office: No. 6, Alcazar, 11/1, Infantry Road Cross, Bangalore-560001
CIN: U72200KA2012PTC062789

12. Contracts and arrangements with related parties

All related party transactions that were entered into during the financial year ended 31st March, 2020
were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of
Section 188 of the Companies Act, 2013 were not attracted.
Further, there are no materially significant related party transactions during the year under review made
by the Company with Promoters, Directors, or other designated persons which may have a potential
conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.
13. ACKNOWLEGEMENT
The directors place on record their appreciation of the support by the directors and the members during
the year.

For and on behalf of the Board of Directors

Sd/- Sd/-
Uma Murali R.Murali
Place : Bangalore Director Director
Date : 28/08/2020 DIN : 02346571 DIN : 02201008
 MADAN & CO
CHARTERED ACCOUNTANTS
No.237, 2nd Cross, Cambridge Layout, Ulsoor, Bangalore – 560008. Ph: 7338312384. email:madan237@gmail.com

Independent Auditor’s Report

To
The Members
Prime Factor Business Solutions Private Limited
Bangalore

Opinion

We have audited the accompanying Financial Statements of Prime Factor Business Solutions
Private Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2020, and
the Statement of Profit and Loss, for the year then ended, and Notes to the Financial Statements,
including 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
accompanying Financial Statements give the information required by the Companies Act 2013, in
the manner so required and in conformity with the accounting principles generally accepted in
India, and give a true and fair view :
a) In the case of the Balance Sheet of the state of affairs of the Company as at 31 st March
2020 and
b) In the case of the Statement of Profit and Loss of the Loss 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. 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.

Responsibility of Management for Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance of the Company in
accordance with the accounting principles generally accepted in India, including the accounting
Standards specified 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 of 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.
 MADAN & CO
CHARTERED ACCOUNTANTS
No.237, 2nd Cross, Cambridge Layout, Ulsoor, Bangalore – 560008. Ph: 7338312384. email:madan237@gmail.com

In preparing the financial statements, management is 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.

The Board of Directors are also responsible for overseeing the company’s financial reporting
process.

Auditor’s Responsibilities 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 control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, 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 report. 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.
 MADAN & CO
CHARTERED ACCOUNTANTS
No.237, 2nd Cross, Cambridge Layout, Ulsoor, Bangalore – 560008. Ph: 7338312384. email:madan237@gmail.com

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.

Report on Other Legal and Regulatory Requirements

1. Requirements of 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
Companies Act, 2013, are not applicable.

2. As required by Section 143(3) of the Act, 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 purposes 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, dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31st
March, 2020 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2020 from being appointed as a director in terms of
Section 164 (2) of the Act.
(f) 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 does not have any pending litigations which would impact its
financial position
ii. The Company did not have any long-term contracts including derivatives
contracts for which there were any material foreseeable losses
iii. There were no amounts which are required to be transferred by the Company to
the Investor Education and Protection Fund.

For MADAN & CO

Chartered Accountants

Sd/-
J. H. Madan Srinivas
Proprietor
Place : Bangalore Mem No. 021643
Date : 28/08/2020 Firm Reg. No. 005568S
UDIN: 20021643AAAACO1483
PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED

EIGHTH ANNUAL REPORT

2019-20
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
BALANCE SHEET AS AT MARCH 31, 2020

Particulars Note No. 31.03.2020 31.03.2019

` `
I EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital 2 25,00,000 25,00,000
(b) Reserves and Surplus 3 (34,73,641) (34,69,969)

(3) Current Liabilities

Other Current Liabilities 4 9,73,641 9,81,384

TOTAL -- 11,415

II ASSETS
Current Assets
Cash and cash equivalents 5 -- 11,415

TOTAL -- 11,415
Significant Accounting Policies and
Notes on Accounts form an Integral Part
of the Financial Statements 1 to 5
This is the Balance Sheet referred to in our report of even date

for Madan & Co

Chartered Accountants
(Firm Registration No.005568S)

Sd/- Sd/- Sd/-

J.H. Madan Srinivas R.Murali Uma Murali
Proprietor Director Director
Membership No.021643 DIN No.02201008 DIN No.02346571

Place: Bangalore
Date : 28/08/2020
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2020

Particulars Note No. 31.03.2020 31.03.2019

` `
I Revenue from operations - 9,619
II Other Income- Credit balance written back - -
III Total Revenue (I+II) - -
IV EXPENSES
Other expenses 6 3,672 29,18,514
Total expenses 3,672 29,18,514

V Profit before exceptional and (3,672) (29,08,895)

extraordinary items and tax ( III-IV)
VI Exceptional items - 11,118
VII Profit before tax (29,20,013)
VIII Tax Expense
(1) Current tax
(2) Deferred tax - -
IX Profit(Loss) for the period (3,672) (29,20,013)

X Earnings per equity share:

(1) Basic (0.01) (11.68)
(2) Diluted (0.01) (11.68)

Significant Accounting Policies and

Notes on Accounts form an Integral Part
of the Financial Statements 1&6
This is the Statement of Profit & Loss referred to in our report of even date

for Madan & Co

Chartered Accountants
(Firm Registration No.005568S)

Sd/- Sd/- Sd/-

J.H. Madan Srinivas R.Murali Uma Murali
Proprietor Director Director
Membership No.021643 DIN No.02201008 DIN No.02346571

Place: Bangalore
Date: 28/08/2020
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
NOTES ATTACHED TO AND FORMING PART OF THE FINANCIAL STATEMENTS AS AT MARCH 31, 2020

2. SHARE CAPITAL
A. Details of authorised, subscribed and paid-up capital
As at 31.3.2020 As at 31.3.2019
Particulars No.of No.of
shares ` shares `
Equity shares of Rs.10/- each
Authorised 250000 2500000 250000 2500000
Issued, subscribed and paid up 250000 2500000 250000 2500000
B. Rights, preferences and restrictions attached to the shares
(i)The company has only one class of equity shares and no securities have been issued with the
right/option to convert the same.
(ii)No shares have been reserved for issue under options an dcontracts/commitments for the
sale of shares/disinvetsment.
(iii)The shares issued carry equal rights and voting power.
(iv)All the shares issued carry equal right of dividend declared by the company and no restrictions
are attached to any specific shareholder.
(v)The number of shares at the beginning and at the end of the reporting period are the same.
C. Details of sharholders holding more than 5% of equity shares as at the end of the period
As at 31.3.2020 As at 31.3.2019
Name of Shareholder No.of ` % No.of ` %
Shares Shares
Mr.Murali 59999 599990 24 59999 599990 24
Sunil Luhar 185001 1850010 74 185001 1850010 74

31.3.2020 31.3.2019
3. RESERVES AND SURPLUS
At the beginning of the period (34,69,969) (5,49,956)
Add: Net Profit/ (Loss) for the period (3,672) (29,20,013)
Balance at the end of the period (34,73,641) (34,69,969)

4. OTHER CURRENT LIABILITIES

Dues to director 9,73,641 9,81,384
Balance at the end of the period 9,73,641 9,81,384

5. CASH AND CASH EQUIVALENTS

Balance with banks in current account -- 11,415
Balance at the end of the period -- 11,415

6. OTHER EXPENSES
Particulars
Audit Fees -- 5,000
Bank Charges 29 944
Filing Fees & Miscellaneous 3,643 1,000
Professional tax -- 2,500
Product Dvelopment Expenses written off -- 9,07,989
Software development charges w/o -- 20,00,000
Web charges -- 1,081
Total 3,672 29,18,514

7. Figures have been rounded off to the nearest rupee and figure of the previous year have been regrouped / recast,
wherever necessary.
 PRIME FACTOR BUSINESS SOLUTIONS PRIVATE LIMITED
NOTES ATTACHED TO AND FORMING PART OF THE FINANCIAL STATEMENTS AS AT MARCH 31, 2020

8. Figures in brackets indicate negative figures.

9. Balance in personal accounts are subject to confirmation.

10. All other contractual liabilities connected with the business operations of the Company have been appropriately
provided for. There are no contingent liabilities as at the end of the year (Previous Year NIL)

11. Income/Expenditure in foreign currency Rs.Nil. (Previous year Rs.NIL)

12. Details of related party transactions:

A. List of related parties where control exists / with whom the company had transactions
during the period:

Name of the party - Relationship : Mr.R.Murali- Director

Current account: Current Year Previous Year

Opening balance Cr. 981,384/- Cr. 532,396/-
Transaction during the year Dr. 7,743/- Cr. 448,988/-
Closing Balance Cr. 973,641/- Cr. 981,384/-

As per our report of even date

for Madan & Co
Chartered Accountants
(Firm Registration No.005568S)

Sd/- Sd/- Sd/-

J.H.Madan Srinivas Murali Uma Murali
Proprietor Director Director
Membership No.021643 DIN No.02201008 DIN No.02346571

Place: Bangalore
Date : 28/08/2020
 Prime Factor Business Solutions Private Limited
Notes Attached to and Forming Part of the Financial Statements as at 31st March 2020

Significant accounting policies and notes on financial statements

1. Significant accounting policies

1.1 Basis of preparation of financial statements

These financial statements are prepared in accordance with Indian Generally Accepted Accounting
Principles (GAAP) under the historical cost basis of accounting and evaluated on a going concern basis.
The Financial Statements have been prepared in conformity with generally accepted accounting policies
adopted as in the previous year. The Financial Statement materially complies with the mandatory
accounting standards.

1.2 Use of estimates

The preparation of the financial statements in conformity with GAAP requires management to make
estimate and assumption that affect the reported balances of assets and liabilities and disclosures relating to
contingent liabilities as at the date of the financial statements and reported amount of income and expenses
during the year.

1.3 Revenue recognition

Sales are recorded when products are delivered

Service income is recorded in the books on the basis of achievement of milestones as relevant to each
contract/assignment or proportionate completion method as applicable. Expenses are accounted for on their
accrual.

1.4 Provisions and contingent liabilities

A provision is recognized when the Company has 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 (excluding retirement benefits) are not discounted to their present value
and are determined based on the best estimate required to settle the obligation at the Balance Sheet date.
These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.
Contingent liabilities are disclosed in the Notes.

1.5 Fixed Assets

Tangible Assets
Tangible assets shown under gross block are valued at cost of acquisition inclusive of inward freight,
duties, taxes & other incidental expenses related to its acquisition and also includes cost of erection,
installation, wherever incurred. All such direct costs are capitalized until the tangible fixed assets are ready
for use.

1.6 Depreciation and amortization

The Company has provided Depreciation on straight line method as per the provisions of Schedule II of
Companies Act, 2013. Depreciation on additions / deletions to fixed assets during the current year is
charged on pro-rata basis for the period of use. Intangible assets are amortized over their respective
1
 Prime Factor Business Solutions Private Limited
Notes Attached to and Forming Part of the Financial Statements as at 31st March 2020

individual estimated useful lives on a straight line basis, commencing from the date the asset is available to
the company for its use.

1.7 Income taxes

Provision for Taxation is computed as per total income returnable under the Income Tax Act, 1961.

Deferred Tax resulting from timing difference between book profit and taxable profit is accounted for
using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date.
The deferred tax asset is recognized and carried forward only to the extent that there is a reasonable
certainty that the assets will be realized in future.

1.8 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of
extraordinary items, if any) by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect
of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income
relating to the dilutive potential equity shares, by the weighted average number of equity shares considered
for deriving basic earnings per share and the weighted average number of equity shares which could have
been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to
be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing
ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the
period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the
proceeds receivable had the shares been actually issued at fair value (i.e. average mark)

1.9 Cash and cash equivalents

Cash and cash equivalents comprise cash and cash on deposit with banks and corporations.