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Almondz Global Securities Ltd.

BSE: 531400 Sector: Financials
NSE: ALMONDZ ISIN Code: INE326B01027
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OPEN 106.70
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VOLUME 4498
52-Week high 106.90
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P/E 70.38
Mkt Cap.(Rs cr) 264
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 106.70
CLOSE 102.05
VOLUME 4498
52-Week high 106.90
52-Week low 10.27
P/E 70.38
Mkt Cap.(Rs cr) 264
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Almondz Global Securities Ltd. (ALMONDZ) - Director Report

Company director report

to the members of Almondz Global Securities limited

The Board of Directors submits the Annual Report of your Company together with theaudited statement of accounts for the year ended March 31 2019.

1. Financial results

Financial Results of the Company for the year under review are summarized as under:

Particulars 2018-19 2017-18
Standalone consolidated Standalone consolidated
Total Income 3797.06 7819.64 3996.53 7674.85
Total expenditure 3617.22 7026.50 3776.05 7187.80
Profit before Tax 179.68 791.37 219.85 487.14
Provision for Tax 59.59 158.95 (120.10) 17.84
Profit after Tax 120.08 632.41 231.86 469.30
Transfer to General Reserve NIL NIL NIL NIL
Profit available for appropriation 120.08 632.41 231.86 469.30
Balance Carried to Balance Sheet 120.08 966.08 231.86 633.29

2. Standalone & consolidated Financials

For the year ended March 31 2019 your Company earned a total income of Rs. 3797.06Lakhs as against previous year's total income of Rs. 3996.53 Lakhs. As per theConsolidated Accounts the total income is Rs. 7819.64 Lakhs as against the previousyear's income of Rs. 7674.85 Lakhs. The Company has incurred a profit of Rs. 120.08 Lakhsin the current year as compared to a profit of Rs. 231.86 Lakhs in the previous year.

As per the Consolidated Accounts the net profit for the year is Rs. 632.41 Lakhs ascompared to profit of Rs. 469.30 Lakhs in 2017-18.

3. dividend

In order to conserve resources and to strengthen the financial position of the Companyto enable expansion of the Company your Directors do not recommend payment of dividend.

4. reserves

The Company proposes the total amount of Rs.120.08 Lakhs available for appropriation tobe retained in the profit and loss account.

5. Information on State of Affairs of the Company

Information of the segmental operations and financial performance are given in theManagement Discussion and Analysis Report in accordance with Regulation 34 (3) andSchedule V (C) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

6. Human resources

Human Resource is critical for ensuring that Almondz's most valuable asset itsemployees is supported in driving key business objectives. Our policies and processescenter around to attract enable empower and retain the best and the brightest talentand build a multi-cultural workforce. Your company has generally enjoyed cordial relationswith its employees. We believe in aligning business priorities with the aspirations ofemployees leading to the development of an empowered and responsive human capital. As on31 March 2019 your Company has a diverse employee base with 147 employees all over India.This heterogeneous base is central to sustaining the Company's competitive edge.

7. material changes and commitments

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.

8. Details of significant regulators or courts or tribunals impacting the goingconcern status and company's operations in future

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.

9. internal Financial controls

The Company has adequate internal financial controls with reference to FinancialStatements. 10. deposits

Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

11. Share capital

During the year under Report the Company has not issued any share capital.

12. Particulars of remuneration of directors/ KmP/ employees

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 a statement showing the details as set out in the said rules is attached as ‘Annexurei' which forms part of this report.

13. employees Stock option Plan

To share the value created by the employees and to promote the culture of employeeownership in your Company your Company introduced the "Almondz Global SecuritiesEmployees Stock Option Scheme 2007" (‘the Scheme" or "ESOS 2007")for granting offering

4500000 options or 15% of paid-up share capital of the Company whichever is lower inone or more tranches which was also approved by the shareholders on March 4 2008 throughPostal Ballot. Thereafter the Scheme was amended vide approval of the shareholders of theCompany by passing a Special Resolution on 13 April 2010 by way of postal ballot therebyincreasing the number of options which can be granted under the Scheme from 4500000 or 15%of paid-up share capital of the Company whichever is lower to 15000000 or 50% ofpaid-up share capital of the Company whichever is lower. During the year under Report nooptions have been granted by the Company and 113335 options lapsed. Further during theyear under Report no option were vested. The exercisable option at the end of 31 March2019 is 40000.

Details of the options issued under ESOS 2007 as also the disclosures in compliancewith Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999 are set out in the Annexure iito this Report.

None of the management employees has received options exceeding 5% of the number of theoptions issued during the year ended 31 March 2019. Likewise no employee has been issuedstock options during the period under Report equal to or exceeding 1% of the issuedcapital (excluding outstanding warrants and conversions) of the Company at the time ofgrant.

14. listing

The shares of your Company are listed at Bombay Stock Exchange Limited and NationalStock Exchange of India Limited Mumbai. The listing fees to the Stock Exchanges for thefinancial year 2019-20 have been paid

15. extract of Annual return

Pursuant to the Section 92(3) of the Companies Act 2013 extract of the annual Returnis annexed to this report as Annexure - iii and is also available on the website ofthe company at the weblink http://www.almondzglobal.com/pdf/ MGT-9_AGSL.pdf Furtherpursuant to Section 134(3)(a) of the Act a copy of Annual Return for the year ended 31stMarch 2019 will be hosted on the website of the company at www.almondzglobal.com.

16. conservation of energy & technology absorption and Foreign exchange earningsand outgo

A. Since the Company does not carry any manufacturing activities particulars to bedisclosed with respect to Conservation of energy & technology absorption under Section134 (3) (m) of Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.

B. During the year under review there has been no earnings and outgo in foreignexchange.

17. directors

Mr. Sanjay Kumar Tiwari Director retire by rotation at the ensuing 25thAnnual General Meeting.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section

149(6) of the Act the Board hereby confirms that all the

Independent Directors of the Company have given a declaration and have confirmed thatthey meet the criteria of and issuing upto independence as provided in the said Section149(6).

The first term of Mr. Krishan Lall Khetarpaul (DIN: 01268756)

Independent Director of the Company is expiring on 28th September 2019 and he iseligible for the re-appointment for a second term. Pursuant to the recommendation ofNomination and Remuneration Committee (NRC) and on the basis of performance evaluationthe Board of Directors of the Company at its meeting held on 08 August 2019 approved andrecommended to the members of the Company the re-appointment of Mr. Krishan LallKhetarpaul as the Non-Executive Independent Director of the Company not liable to retireby rotation for a second term of five consecutive years w.e.f. 29th September 2019 to28th September 2024. Accordingly special resolution for his re-appointment is includedin the Notice of ensuing Annual General Meeting.

The term of Mr. Navjeet Singh Sobti (DIN: 00008393) Managing Director of the Company isexpiring on 11th August 2019. Pursuant to the recommendation of Nomination andRemuneration Committee (NRC) the Board of Directors of the Company at its meeting held on08 August 2019 approved and recommended to the members of the Company there-appointment of Mr. Navjeet Singh Sobti for a further period of 5 Years w.e.f 12 August2019 to 11 August 2024. Accordingly special resolution for his re-appointment is includedin the Notice of ensuing Annual General Meeting.

The term of Mr. Jagdeep Singh (DIN: 00008348) Wholetime Director of the Company isexpiring on 30th November 2019. Pursuant to the recommendation of Nomination andRemuneration Committee (NRC) the Board of Directors of the Company at its meeting held on08 August 2019 approved and recommended to the members of the Company there-appointment of Mr. Jagdeep Singh for a further period of 5 Years w.e.f 1st December2019 to 30 November 2024. Accordingly special resolution for his reappointment isincluded in the Notice of ensuing Annual General Meeting.

18. number of meetings of the board

During the Financial Year 2018-19 4 (Four) number of Board meetings were held. Fordetails thereof kindly refer to the section `Board of Directors in the CorporateGovernance Report.

19. disclosure on Audit committee

The Audit Committee as on March 31 2019 comprised of the following IndependentDirectors: Mr. Ajay Kumar (Chairman) Mr. Krishan Lall Khetarpaul and Mr. Satish ChandraSinha. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

20. Sexual Harassment

The Company has zero tolerance for sexual harassment at the workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules framed thereunder. The company did notreceive any complaints to report in the Board's report.

21. Vigil mechanism/Whistle blower Policy

The Company has established a Vigil Mechanism (Whistle Blower) Policy for Directors andEmployees to report concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct or ethics policy. The Vigil Mechanism shallprovide adequate safeguards against victimization of Director(s) / Employee(s) who availof the mechanism and also provide for direct access to the Chairman of the AuditCommittee. The details of establishment of the vigil mechanism disclosed by the Company onits website www.almondzglobal.com.

22. Performance evaluation of the board its committees and individual directors

Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria for performanceevaluation of the entire Board of the Company its Committees and Individual Directorsincluding Independent Directors. A structured questionnaire has been prepared coveringvarious aspects of the functioning of the Board and its Committee such as adequacy ofthe constitution and composition of the Board and its Committees matters addressed in theBoard and Committee meetings processes followed at the meeting Board`s focus regulatorycompliances and Corporate Governance etc. Similarly for evaluation of IndividualDirector's performance the questionnaire covers various aspects like his/ her profilecontribution in Board and Committee meetings execution and performance of specificduties obligations regulatory compliances and governance etc. The Board has carried outa formal annual evaluation of its own performance and that of its Committees andindividual Directors. The Directors expressed their satisfaction with the evaluationprocess.

23. nomination & remuneration committee & Policy

The Board of Directors of your Company has Constituted the Nomination &Remuneration Committee and based on their recommendation framed and adopted a policy forselection and appointment of Directors KMP senior management and other employees andtheir remuneration. The contents of the policy are disclosed by the company on itshttp://www. almondzglobal.com/pdf/nominationpolicy.pdf

24. Key managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows: Mr. Navjeet Singh Sobti: Managing Director

Mr. Rajeev Kumar: Chief Financial Officer

Mr. Ajay Pratap: Company Secretary & Vice President

Corporate Affairs

25. contracts or arrangements with related Parties under Section 188(1) of thecompanies Act 2013

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were on an arm's length basis.

There being no ‘material' related party transactions as defined under SEBI(Listing Obligations and Disclosure

Requirements) Regulations 2015 there are no details to be disclosed in Form AOC-2 inthat regard. During the year 2018-19 pursuant to section 177 of the Companies Act 2013and SEBI Listing Regulations 2015. All RPTs were placed before Audit Committee for itsprior/omnibus approval. The board has approved a policy for related party transactionswhich has been uploaded on the Company's website at the following linkhttp://www.almondzglobal.com/pdf/Almondz_RPT_Policy.pdf

26. risk management

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

27. Secretarial Auditor & Secretarial Audit report

The Board had appointed M/s Ashu Gupta & Co. Company Secretaries in WholetimePractice to carry out Secretarial Audit under the provisions of Section 204 of theCompanies

Act 2013 for the financial year 2018-19. The report of the

Secretarial Auditor is annexed to this report as Annexure-iV.

The Secretarial Aduditors' Report for the financial year 2018-19 does not contain anyqualification resevation or adverse remarks.

28. corporate Social responsibility

The Company has been spending in the past the required amount of its obligation underthe Corporate Social responsibility. Though the company took part in several charitablenot related to the benefits of employees of the Companies however due to its low averageprofitability there was no obligation to spent under CSR. The Company has constituted theCSR Committee and as and when it is required the Company is committed to fulfil itsobligation.

29. details of Subsidiary/Joint Ventures/Associate companies

The Company is having six subsidiaries and two associate companies. The statementcontaining the summarised financial position of the subsidiary/Associates/Joint Venturespursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules 2014 is containedin Form AOC – 1 which form part of the Annual Report as Annexure-V. a. AlmondzGlobal infra- consultant limited (Wholly owned Subsidiary) Almondz Global Infra -Consultant Limited (AGICL) is an ISO9001:2015 certified Wholly Owned Subsidiary of

Almondz Global Securities Limited (AGSL) which was set up on 12thDecember 2013. AGICLis providing Technical Consultancy Services in various infrastructure sectors especiallyin Smart Cities Urban Infrastructure Roads Bridges Highways &Tunnels Water &Waste Water Tourism Railways & Metro Rail Ports & Inland Waterways &Airport. AGICL deep domain knowledge and understanding of various infrastructure sectorsenables it to provide Transaction Advisory Services Project Development ConsultancyProject Management Consultancy Independent Engineers/ Independent Management ConsultancyServices Lenders Independent Engineers Services Design Construction SupervisionServices Operation & Maintenance Services Techno Economic Viability Study Servicesproject auditing and other allied services. AGICL Competitive Advantage includes:

Well Experienced and Qualified Team consist of

Highway Professionals Bridge Engineers Safety Experts CAs & Legal Experts

Backed by Strong Research Team

Strong Domain Expertise and Knowledge

Established Network of Associates

Developed Commercially Viable Models

Providing Timely and Efficient Deliverables

Innovative Solutions on PPP mode for Urban Projects

In Depth Analysis of Commercially Viable Models of

Project

Delivering High Quality Work within Budgeted Time and Cost

Well versed in Technical Financial and Legal Aspects of Roads & Highways Sector.

Empanelled with various Govt. Authorities

The Company AGICL Empanelment's Across Sectors includes:

Delhi Metro Rail Corporation (DMRC)

Directorate of Institutional Finance Finance-

Department Govt. of Madhya Pradesh (DIFMP)

Gujarat Infrastructure Development Board (GIDB)

Guwahati Metropolitan Development Authority

(GMDA)

IIFCL Projects Limited

Madhya Pradesh Jal Nigam Maryadit

Madhya Pradesh PWD - Structural Engineer

National Highways Authority of India (NHAI)

Orissa Mining Corporation (OMC)

PFC Consulting Limited (PFCCL) b. Premier Alcobev Private limited (Joint Venture ofWholly owned Subsidiary) Almondz Global Securities Limited through its wholly ownedsubsidiary namely North Square Projects Private Limited has set up a Joint Venture (50:50)in the name of Premier Alcobev Private Limited (PAPL) on 25th May 2007 and is carrying onthe activity of distillery and bottling plant with a installed capacity of 45 KLPD and 10Lakhs cases of bottling for manufacture and marketing of potable alcohol and countryliquor in the designated territory of India and its current frontiers under the licensefrom Govt. of Himachal Pradesh. The Joint Venture PAPL stands on the pillars of world– class technology which works with a hardworking team and stringent qualitycontrols at every step to deliver the best of everything. These pillars together ensure tomeet with the international standards for grain spirits and provide with the finestquality ENA which is made using broken rice maize bajra and jowar. The distillery isstrategically located in Himachal Pradesh which is at close proximity from major citiesand states like Delhi Chandigarh Punjab and Jammu& Kashmir. The Company currentlyproducing Grain ENAIMFL High Protein DDGS SDS and have its own brands for rum andwhisky.

The production capacity of distilleries is 45000 litres per day. The latest processand equipment for the production are adopted to produce alcohol as per standards andbenchmarks set by all major buyers like USL Seagram etc.

It has eco friendly equipments like Air Scrubber Systems Integrated evaporator forspent lease treatment and Decanter.

The DDGS dryer as well as effluent treatment plant is for the effluent and waste watertreatment to ensure complete recycling of treated water. The plant aims to generate itspower requirement of 2 mw/day. The plant has an Ecofine

Multi- Pressure Distillation system and MPR system to meet high quality ENA norms andfor efficient energy utilization.

The technology and processes used have a zero discharge of effluents which enables usto meet the standards set by the Ministry of Environment and Forest Guidelines.

The distillery is set up with the founding Principals of minimum down time ease ofoperation optimisation of resources without any breakdowns. Spread over 10 acres in thegreen arms of Himachal Pradesh the distillery has a production capacity of 45000 litresper day. The plant has been supplied by PRAJ INDIST based on their latest technologyecosmart grain and high fermentation process. The bottling plant is automated right fromwashing of bottles to filling of liquor so as to prevent any contamination of bottles dueto human intervention. The plant has most modern technology in the country and makes useof the latest process and equipments for the production. The technology and processes usedhave a zero discharge of effluents which enables us to meet the standards set by theMinistry of Environment and Forest Guidelines. The technology and processes used has azero discharge of effluents which enables us to meet the standards set by the Ministry ofEnvironment and Forest Guidelines. The plant has a MPR system to meet high quality

ENA norms and to achieve efficient energy utilization.

The major customers of ENA are as under:

1. Pernod- Ricard India Pvt. Ltd. (Seagram)

2. United Spirits Ltd. (USL)

3. Allied Blenders and Distillers Pvt. Ltd (ABD)

4. HPGICc. c. Almondz Finanz limited (Wholly owned Subsidiary)

Almondz Finanz Limited was incorporated on 12th May 2006as a Public Limited Company totake up the business of Non-Banking Finance Company (NBFC) as a wholly owned subsidiary ofAlmondz Global Securities Limited. The Company is registered as a Non-Banking FinanceCompany with the Reserve Bank of India. d. Skiffle Healthcare Services Limited (WhollyOwned

Subsidiary)

Skiffle Healthcare Services Limited was established in

14thDecember 2012 with the aim of providing best quality personalized and affordableeye care service to everyone.

The Company is 100% subsidiary of Almondz Global Securities Limited. The Companyprovides sophisticated diagnostic and treatment procedure across all the spectrum of eyedisorders like:

Cornea

Retina

Glaucoma

Paediatric Ophthalmology

Neuro Ophthalmology

Oculoplasty

Lasik

Every specialty department is well equipped with latest technologies for accurate &early diagnosis for quality treatment. The Company is committed to the achievement andmaintenance of excellence in Eye care Research and Education for the benefit of humanity.The Company presently operates 4 centres at different locations in and around Delhi i.e.Sonepat (Haryana) Ghaziabad Noida and Shahdara. e. Almondz nsolvencyi resolutionsServices Private limited (Associate)

Almondz Insolvency Resolution Professional Limited is a brain child of Almondz GlobalSecurities Limited and promoted by it on 4th October 2017 with three InsolvencyProfessionals. Almondz global Securities Limited holds 33%shares in the Company. TheCompany is registered with Insolvency & Bankruptcy Board of India (IBBI) as IPE videregistration No. IBBI/IPE/0049.The Company with three IPs as whole time directors havingcombined experience of over

110 years in Industry/financial by Ex. Executive Director of Oriental Bank of Commerce.

Other directors are from different fields of industry with experience ranging from15-40 years each handling various activities which include Credit Appraisal DebtSyndication Debt Restructuring Stressed Assets management Business management andCompany Due Diligence. The Advisory Board of the Company consists of experts fromFinancial sector/Industry including Ex. MD of PSU Bank/SAIL/Leading financial group. TheCompany has excellent infrastructure for smooth execution of assignments with strong teamof back office staff including CAs/CSs and association with leading CA/CS/Legal firms IPsof entity empaneled with SBI BoB OBC & IoB have experience of handling CIRP mattersas IRP and preparation of Resolution Plan on behalf of Resolution Applicants. f.Almondz Wealth Advisors limited (Wholly owned subsidiary) Almondz Wealth AdvisorsLimited (AWAL) is a wholly owned subsidiary incorporated on 25th September 2009. financialAWALisawelldiversified services company offers abroad range of financial products andservices to a substantial and varied client base including Corporate Institutional HighNet Worth individuals and Retail clients. AWAL products and services across multiple assetclasses and consumer segments. The Company cover the entire spectrum of financial services

Fixed Income products Loan & Mortgages Derivatives Commodities Currencies PMSIPO's Insurance and Real Estate. The Company services its clients through a network of

7fully functional offices spread across the country along with over 20000 registeredSub Brokers. Since its inception the Company have been utilizing its quality researchcapabilities and expertise to provide best and customized services to investors. TheCompany is continuously evolving and growing as a comprehensive financial service providerin the g. north Square Projects Private limited (Wholly owned subsidiary)

North Square Projects Private Limited (NSPPL) is a wholly owned subsidiary of AlmondzGlobal Securities Ltd as was promoted on 6th August 2012 .as a Special Purpose Vehicle(SPV) to enter into a Joint Venture for taking up the distillery and bottling business inthe name of Premier Alcobev Private Limited. h. Almondz commodities Private limited(Wholly owned subsidiary)

Almondz Commodities Pvt. Ltd. incorporated on 17th August2005 is a wholly ownedsubsidiary of Almondz Global

Securities Ltd. The Company provides commodity trading in MCX NCDEX & NSEL.

Almondz Finanz Limited and Almondz Global Infra-Consultant Limited are materialsubsidiaries of the Company as per the thresholds laid down under the Listing Regulations.The Board of Directors of the Company has approved a Policy for determining materialsubsidiaries which is in line with the Listing Regulations as amended from time to time.The Policy was revised effective from

April 1 2019 in line with the amendments made to the Listing Regulations. The Policyhas been uploaded on the Company's website at http://www.almondzglobal.com/pdf/policymaterial.pdf

30. Secretarial Standards and Banking Sector is headed The Directors state thatapplicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of theBoard of Directors' and ‘General Meetings' respectively have been duly followed bythe Company.

31. Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Mohan Gupta & CompanyChartered Accountants (registration number: 006519N) were appointed by the shareholders atthe 23rd annual general meeting to hold office until the conclusion of the 28thannual general meeting. Ratification at every annual general meeting by the members is nolonger necessary till the conclusion of aforesaid 28th annual general meeting.The Statutory Auditors have furnished their eligibility to continue as Auditors from theconclusion of the ensuing annual general meeting till the subsequent annual generalmeeting.

The observations made in the Auditors' Report read with the relevant notes thereon areself-explanatory and hence do not call for any comments under Section 134 of theCompanies Act 2013.

32. corporate Governance

Your Company re-affirm its commitment towards the includingMutualFundsEquitiesstandards of Corporate Governance. At Almondz Global Securities we ensure the practice ofthe Principles of Good Corporate Governance on which management decisions are based on aset of principles influenced by the values. All functions of the Company are discharged ina professionally sound competent and transparent manner.

A detailed report on the Company's commitment at adopting good Corporate GovernancePractices is enclosed. The compliance with the mandatory Auditors' certificate country.provisions of the Corporate Governance.

33. consolidated Financial results

As required under Section 129 of the Companies Act 2013 and Clause 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a ConsolidatedFinancial Statement of the Company and all its subsidiaries is attached. The ConsolidatedFinancial Statements have been prepared in accordance with Accounting Standards 21 issuedby the Institute of Chartered Accountants of India.

34. cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock Exchanges the CashFlow Statement for the year ended 31 March 2019 is annexed hereto.

35. management discussion and Analysis Statement

The Annual Report has a detailed chapter on Management Discussion and Analysis whichforms a part of this report.

36. Policy on insider trading

Your Company formulated and implemented a Code of Conduct for Prevention of InsiderTrading (Code) in accordance with the guidelines specified under the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 1992. The Companyhas adopted code of Internal Procedures and Conduct for Regulating Monitoring AndReporting of Trading by Insiders in terms of new Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. The Board of Directors appointed Mr.Ajay Pratap Company Secretary as the

Compliance Officer under the said Code responsible for complying with the proceduresmonitoring adherence to the Code for the preservation of price sensitive informationpre-clearance of trade monitoring of trades and implementation of the Code of Conductunder the overall supervision of the Board of Directors. The Code of Conduct is availableon your Company's website www.almondzglobal.com

37. directors' responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: (i) in the preparation of annualfinancial statements the applicable accounting standards have been followed along withproper explanation relating to material departures if any; (ii) the directors haveselected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year 2018-19 and of the profit ofthe company for that period; (iii) the directors have taken proper and for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; (iv) the directors have prepared the annual accounts on a goingconcern basis;

(v) The directors had laid down proper internal financial controls and such internalfinancial controls are adequate and were operating effectively

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;

38. details in respect of frauds reported by auditors under section 143(12)

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

39. disclosure

As per the listing Regulations corporate governance report thereon and managementdiscussion withauditors'certificate and analysis are attached which form part of thisreport.

Details of the familiarization programme of the independent directors are available onthe website of the Company (www.almondzglobal.com). Policy for determining materialsubsidiaries of the Company is available on the website of the Company(www.almondzglobal.com). Policy on dealing with related party transactions is available onthe website of the Company (www.almondzglobal.com). The Company has formulated andpublished a Whistle Blower Policy to provide Vigil Mechanism for employees includingdirectors of the Company to report genuine concerns. The provisions of this policy are inline with the provisions of the Section 177(9) of the Act and the Listing Regulations.

40. declaration by independent directors

The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in section 149(6) of the Companies Act 2013 as amended andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (‘the Listing Regulations') as amended.

The Board took on record the declaration and confirmation submitted by the IndependentDirectors regarding their meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same as required under Regulation 25 ofthe Listing Regulations.

41. Particulars of loans Guarantees or investments by the company

Details of Loans Guarantees and Investments are given in the notes to FinancialStatements

42. credit rating

During the year CRISIL has given credit rating of ‘CRISIL BB+/

Stable (Reaffirmed)' for Total bank Loan Facility from Axis Bank of Rs. 102 Crores forthe Company. CARE has given CARE BBB/Stable for the AXIS Bank Facility of Rs. 75 Crores.

43. maintenance of cost records sufficient care During the period under review theprovisions of section 148 of the companies Act 2013 relating to maintenance of costrecords does not applicable to the company.

44. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance andco-operation received from the Securities and Exchange Board of India the Bombay StockExchange Limited National Stock Exchange of India Limited National Securities DepositoryLimited Central Depository Services (India) Limited and other government and regulatoryagencies.

Your Directors are grateful to the Company's clients investors bankers and otherbusiness associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciationto the dedicated and committed team of employees for their contribution to the Company andrendering high quality services to the clients. We would also like to thank all ourshareholders for their support in our endeavours.

For and on behalf of the board of directors
SAtiSH cHAndrA SinHA
new delhi chairman
August 8 2019

.