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Atishay Ltd.

BSE: 538713 Sector: IT
NSE: N.A. ISIN Code: INE011R01013
BSE 00:00 | 08 Aug 34.30 -2.90
(-7.80%)
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33.10

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NSE 05:30 | 01 Jan Atishay Ltd
OPEN 33.10
PREVIOUS CLOSE 37.20
VOLUME 825
52-Week high 65.75
52-Week low 25.60
P/E 343.00
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.10
CLOSE 37.20
VOLUME 825
52-Week high 65.75
52-Week low 25.60
P/E 343.00
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Atishay Ltd. (ATISHAY) - Director Report

Company director report

TO

THE MEMBERS ATISHAY LIMITED

The Board of Directors of your Company take pleasure in presenting the 21st(Twenty First) Board Report on the business and operations of the Company together withthe Audited Financial Statements for the financial year ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS (Rs in lakhs)
Particulars 2020-21 2019-20
Total income 2735.01 2477.18
Total expenses 2383.50 2222.61
Profit before tax and exceptional items 351.51 254.57
Exceptional items - -
Profit before tax 351.51 254.57
Tax Expenses 103.75 10.08
Profit after Tax (PAT) 247.76 244.49
Other Comprehensive Income 6.43 (5.76)
Total Comprehensive Income for the year 254.19 238.73

2. REVIEW OF THE OPERATIONS OF THE COMPANY

During the financial year ended 31st March 2021 your Company has recordedtotal income of Rs 2735.01 as against Rs 2477.18 Lakhs during the previous financialyear 2019-20. The total comprehensive income for the year under consideration remainedatRs 254.19 Lakhs as againstRs 238.73 Lakhs during the previous financial year 2019-20.

3. DIVIDEND

In continuation of earlier trend of declaring dividend and keeping in mind the overallperformance and the outlook of your Company the Directors are pleased to recommend forapproval of the members at the ensuing Annual General Meeting a final dividend of'0.70/- per equity share for the financial year 2020-21.

A Final Dividend subject to the approval of Members at the Annual General Meeting onAugust 10 2021 will be paid to the Members whose names appear in the Register ofMembers as on the record date i.e. 3rd August 2021.

4. TRANSFER TO RESERVE

Your directors proposed to transferRs 148.66 Lakhs to the General Reserves out of theprofits available with the Company for appropriations.

5. NUMBER OF BOARD MEETINGS HELD

Total four meetings of the Board were held during the financial year and the maximumgap between two Board Meetings does not exceed 120 days as prescribed in the CompaniesAct 2013. The meeting details are provided in the Corporate Governance report which formsa part of this annual report.

6. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage ethnicity race and gender will help us retain our competitive advantage. The boarddiversity policy adopted by the board sets out its approach to diversity.

7. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company.

8. PUBLIC DEPOSITS

During the year under review the Company has not accepted or renewed any depositsfalling within the purview of provisions of Section 73 of the Companies Act 2013 readwith The Companies (Acceptance of Deposits) Rules 2014.

9. SHARE CAPITAL

During the year there is no Change in share capital of the Company.

10. PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES UNDER SECTION 186

The Company has not granted any loan guarantee or made any investments during theyear ended 31st March 2021 under Section 186 of the Companies Act 2013 andrule made there under. Pursuant to Section 186 (4) read with rule 11 of the Companies(Meetings of Board and its Powers) Rules 2014 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances and investments are provided as part of the financial statements.

11. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems that commensuratewith the nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedure applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andadequately protected.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and reports the same on quarterlybasis to Audit Committee.

The statutory auditors of the Company have audited the financial statements included inthis annual report and has issued a report on our internal financial controls overfinancial reporting as defined in Section 143 of the Act.

12. HUMAN RESOURCE MANAGEMENT

Our most valuable asset is our team of professionals. We are committed to hiring andretaining the best talent. We do this by emphasizing the need of fostering acollaborative transparent and participatory organizational culture as well as rewardingexcellence and consistent high performance. Our human resource management focuses onallowing our people to advance their careers develop their talents and plan for thefuture. Atishay multidisciplinary workforce is committed to operating safely and to worldclass quality standards. In these challenging circumstances employees have showncommitment and resilience during the past twelve months consistent with our values ofexcellence integrity and professionalism.

Particulars of employees

At Atishay our people are the cornerstone of our success. Our staff have demonstratedamazing tenacity and perseverance over the past year and they are the driving forcebehind Atishay's industry-leading growth. During

FY21 Atishay developed and expanded many development initiatives with the goal offurther strengthening and expanding our workforce's abilities in order to meet thechanging needs of our business.

13. NOMINATION & REMUNERATION POLICY OF THE COMPANY

The Company's policy relating to remuneration of Directors Key Managerial Personneland other Employees is given in Annexure A. The policy is also displayed on website of theCompany at www.atishay.com

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

REFERRED TO SECTION 188(1)

All transactions entered with Related Parties for the year under review were entered onarm's length basis and in the ordinary course of business and that the provisions ofSection 188(1) of the Companies Act 2013 and the Rules made there under were notattracted. The particulars of contracts or arrangements with related parties referred toin Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act andRule 8(2) of the Companies (Accounts) Rules 2014 and the same is annexed to the Board'sReport as Annexure-B.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. The Company has a process in place to periodically review and monitor RelatedParty Transactions. Omnibus approval was obtained on a yearly basis for transactions whichare of repetitive nature. All the related party transactions were in the ordinary courseof business and at arm's length.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reporton the financial condition and result of operations of the Company for the year underreview is presented in a separate section forming part of the Annual Report.

16. AUDIT REPORT AND AUDITORS STATUTORY AUDITORS

The Members of the Company had appointed M/s B. M Parekh & Co. CharteredAccountants Mumbai (Registration no. 107448W) as the Statutory Auditors of the Companyfor a period of five years i.e. from the conclusion of the 17th Annual GeneralMeeting held on 19th July 2017 till the conclusion of 22nd AnnualGeneral Meeting of the Company.

1. The Auditors Report for the financial year 2020-21 does not contain anyqualification reservation or adverse remarks.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Nilesh A Pradhan & Co. LLP Company Secretaries Mumbai to undertake theSecretarial Audit of the Company for the Year 2020-21.

Secretarial Audit Report for the Financial Year 2020-2021 as issued by M/s Nilesh APradhan & Co. LLP Company Secretaries Mumbai in form MR-3 is annexed to the Board'sReport as Annexure - C which is self-explanatory and do not call for any furtherexplanation of the Board.

17. BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of Executive Non-Executive and Independent Directorsincluding Woman Directors. The Board provides strategic guidance and direction to theCompany in achieving its business objectives and protecting the interest of thestakeholders. One meeting of the Board of Directors is held in each quarter. Additionalmeetings of the Board are convened as may be necessary for proper management of thebusiness operations of the Company. Separate meeting of Independent Directors is also heldat least once in a year to review the performance of NonIndependent Directors the Boardas a whole and the Chairman. The details pertaining to the composition terms of referenceof the Board of Directors of the Company and the meetings thereof held during thefinancial year are given in the Report on Corporate Governance section forming part ofthis Annual Report.

Information available for the members of the Board:-

The Board has complete access to any information within the Company. The Company hasprovided inter alia following information and discussed the matters:

• Financial results of the Company

• Minutes of meetings of the Board and Committee Meetings

• Quarterly and Yearly Compliance reports

• Disclosures received from Directors;

• Related party transactions;

• Regular business updates;

• Report on action taken on last Board Meeting decisions;

• Various Policies of the Board;

• Code of Conduct for the members of the Board;

18. BOARD EVALUATION

The provision of Sec. 149(8) of Companies Act 2013 states that formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Further Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The Nomination and RemunerationCommittee of the Company has laid down the criteria for performance evaluation of theBoard its Committees and individual directors including Independent Directors. Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. Recommendations and suggested areas ofimprovement for the Board its various committees and the individual Directors wereconsidered by the Board. The Board approved the evaluation results as collated by thenomination and remuneration committee.

a) Directors

Your Company has Seven (7) Directors of which Two (2) are Executive One (1)Non-Executive & Non Independent and Four (4) are Non-Executive & IndependentDirectors as on 31st March 2021.

b) Independent Directors

In terms of the definition of 'Independent Directors' as prescribed under Regulation 16(1) (b) of the Listing Regulations and Section 149(6) of the Companies Act 2013 theCompany has received necessary declaration from each Independent Director under Section149 (7) of the Companies Act 2013 to the effect that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act

2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). The followingNon-Executive Directors are Independent Directors of the Company;

1. Mr. AJay Mujumdar

2. Mr. Arvind Vishnu Lowlekar

3. Mr. Arun Shrivastava

4. Mrs. Poonam Agrawal

c) Managing Director and Whole-time Director

• During the year Mr. Akhilesh Jain continued to remain as the Chairman &Managing Director of the Company.

• During the year Mr. Archit Jain continued to remain as the Whole-time Directorof the Company.

d) Appointment/Resignation of Director and Key Managerial Personnel

• During the year Miss Iti Tiwari and Mr. Arjun Singh Dangi continued to remainas the Company Secretary & Compliance Officer and as the Chief Financial Officer ofthe Company respectively.

e) Retire by Rotation

Mrs. Rekha Jain Director of the Company will retire by rotation at the 21stAnnual General Meeting in pursuance of the provisions of Section 152 of the Companies Act2013 and being eligible has offered herself for the re-appointment at the 21stAnnual General Meeting.

Further details as required under the provisions of Regulation 36 (3) of ListingRegulation about the Director seeking reappointment in the ensuing Annual General Meetingare annexed to the Notice of 21st Annual General Meeting which is being sent tothe Members along with the Annual Report.

19. COMMITTEES OF THE BOARD

The Board of Directors has constituted various mandatory and non-mandatory committeesto deal with specific areas and activities. The Committees are formed with approval of theBoard and function under their respective Charters.

These Committees play an important role in the overall management of day-to-day affairsand governance of the Company. The Board Committees meet at regular intervals and takenecessary steps to perform its duties entrusted by the Board. The Minutes of the CommitteeMeetings are placed before the Board for noting. The Board currently has the followingCommittees;

Mandatory Committees: -

(a) Audit Committee

The Audit Committee was constituted by our Board in accordance with Section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. Thecomposition quorum terms of reference functions powers roles and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of the Listing Regulations. All the members of the committee are financially literate andMr. Arvind V Lowlekar Chairman of the Committee is an Independent Director and possessesfinancial expertise. The details regarding composition terms of references powersfunctions scope meetings and attendance of members are included in Corporate GovernanceReport which forms part of the Annual Report.

(b) Stakeholder's Relationship Committee

Stakeholder's Relationship Committee has been constituted by the Board in accordancewith Section 178 of the Companies Act 2013. The details regarding composition terms ofreferences powers functions scope meetings attendance of members and the status ofcomplaints received during the year are included in Corporate Governance Report whichforms part of the Annual Report.

(c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted by the Board inaccordance with section 178 of Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. All the members of thecommittee are Independent Directors. The details regarding composition terms ofreferences powers functions scope meetings and attendance of members are included inCorporate Governance Report which forms part of the Annual Report.

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (the "CSR Committee") has beenconstituted by the Board in accordance with section 135 of Companies Act 2013. Thedetails regarding composition terms of references powers functions scope meetings andattendance of members are included in Corporate Governance Report which forms part of theAnnual Report

20. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In terms of the section 177(9) of companies act 2013 and rules framed there underyour Company has established a 'Whistle Blower Policy and Vigil Mechanism' for directorsand employees it provides a channel to the employees to report to the appropriateauthorities concerns about unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct policy and provides safeguards against victimization ofemployees who avail the mechanism and also provide for direct access to the Chairman ofthe Audit Committee in exceptional cases. Protected disclosures can be made by whistleblower through an e-mail or dedicated telephone line or a letter to the concernedauthorities.

21. PREVENTION OF INSIDER TRADING

The Board has Insider Trading Policy for regulating monitoring and reporting ofTrading of Shares by Insiders. The Code lays down guidelines procedures to be followedand disclosures to be made while dealing with shares of the Company. The copy of the sameis available on the website of the Company at www.atishay.com

22. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013 (SHWWA)

Your Company is committed to provide a work environment that ensures everyone istreated with dignity and respect. The Company is also committed to promote equality atwork and an environment that is conducive to the professional growth for all employees andencourages equal opportunity. Your Company does not tolerate any form of sexual harassmentand is committed to take all necessary steps to ensure that its employees are notsubjected to any form of harassment including sexual harassment. The Company has zerotolerance for sexual harassment at workplace and has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder. All employees (permanent contractual temporarytrainees) are covered under this policy. During the Financial Year ended March 31 2021the Company has not received any Complaints pertaining to Sexual Harassment.

23. RISK MANAGEMENT

For your Company Risk Management is an integral and important component of CorporateGovernance. Your Company believes that a robust Risk Management ensure adequate controlsand monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value. Your Company hasa well-defined risk management framework in place. The risk management framework works atvarious levels across the Company. These levels form the strategic defense cover of theCompany's risk management. The Company has a robust organizational structure for managingand reporting on risks. The Company follows well established and detailed risk assessmentand minimization procedures which are periodically reviewed by the Board. The Company'sBusiness Risk Management Framework helps in identifying risks and opportunities that mayhave a bearing on the organization's objectives assessing the terms of likelihood andmagnitude of impact and determining response strategy.

24. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassingour culture policies and relationships with our stakeholders. At Atishay our boardexercises its fiduciary responsibilities in the widest sense of the term. Our disclosuresseek to attain the best practices in Corporate Governance. also endeavor to enhance longterm shareholder value and respect minority rights in all our business decisions. TheReport on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of thisAnnual Report. The requisite certificate from M/s. Nilesh A. Pradhan & Co. LLPCompany Secretaries confirming the compliance with the conditions of Corporate Governancehas been included in the said Report.

A Certificate from the MD and CFO of the Company in terms of SEBI LODR 2015 interalia confirming the correctness of the Financial Statements and Cash Flow Statementsadequacy of the internal control for financial reporting and reporting of matters to theAudit Committee is also forming part of this Annual Report.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THEGOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company' future operations.

26. SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company and hence the provisions of the sameare not applicable to the Company.

27. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT

There are no material changes and commitments in the business operations of the Companyfrom the financial year ended March 31 2021 to the date of signing of the Boards Report.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO

The Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofCompanies (Account) Rules 2014:

A. Conservation of Energy:

While continuing to believe in philosophy of Energy saved is Energy produced adequatemeasures commensurate with the business operations have been taken to reduce and conservethe energy consumption by utilizing energy efficient equipment whenever required.

B. Technology Absorption:

Research and Development (R&D): Nil Technology absorption adoption andinnovation: Nil Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil 29. DIRECTOR'SRESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(C) and

134(5) of the Companies Act 2013 the Board of Directors

confirms that:

a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

b) the Directors have selected such accounting policies and applied them consistentlyand made Judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2021 and of the profit ofthe Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and were operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

g) the Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

30. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn't fall within the scope of Section 148(1) of the Companies Act 2013and hence does not require to maintain cost records as specified by the CentralGovernment.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act 2013 a company meeting the applicabilitythreshold needs to spend at least 2% of its average net profit for the immediatelypreceding three financial years on CSR activities. The areas for CSR activities that wehave chosen to spend on are eradication of hunger and malnutrition promoting educationart and culture healthcare destitute care and rehabilitation environmentalsustainability disaster relief and rural development projects. A CSR committee has beenformed by the Company as per the Act. The funds were primarily allocated to a corpus andutilized through the year on these activities which are specified in Schedule VII of theAct. The amount required to be spent by the Company during the year 2019-20 was Rs 9.22Lakhs. Amount spent during that year was Rs 5.00 Lakhs. Remaining unspent amount of Rs4.22 Lakhs was spent in 2020-21.

The Details of the Unspent amount which was spent in the year 2020-21 is detailedbelow:

Sr. No. Areas of Spent Amount Amount Spent (Rs in lakhs)
1 Contribution made for food distribution during COVID 19 pandemic 0.80
2 Sponsored the Pharma Leaders Academy in December as a CSR initiative of India Leadership Conclave2020. 0.90
3 Contribution to "Goura Jan Uthan and Kalyan Sanstha"Bhopal. 1.51
4 Contribution made in Ram Mandir Trust 1.01

CSR provisions are not applicable to the Company in the current financial year.

32. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has compliedwith all the applicable mandatory secretarial standards (including any modifications oramendments thereto) issued by the Institute of Company Secretaries of India.

33. REPORTING OF FRAUDS

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in boards report.

34. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation.

35. DETAILS OF EMPLOYEE STOCK OPTION

Equity based compensation is considered to be an integral part of employee compensationacross sectors which enables alignment of personal goals of the employees withorganizational objectives.

The Company has implemented Employee Stock Option Scheme with a view to attract andretain key talents working with the Company by rewarding their performance and motivatingthem to contribute to the overall corporate growth and profitability.

During the year under review your Company introduced Atishay Limited Employees StockOption Scheme 2020 ('AL ESOP 2020') for issuance of 1000000 stock options. AtishayLimited ESOP 2020' was approved by the Nomination and Remuneration Committee('NRC') andBoard at their respective meetings held on November 9 2020 and by the shareholdersthrough postal ballot result of which was announced on December 24 2020.

Further no stock options have been granted till date.

36. COVID-19

The country witnessed Lockdown being implemented in India in the second fortnight ofMarch 2020. The rapid and devastating spread of the coronavirus brought global businessactivity to a screeching halt. We reacted quickly by giving the necessary assistance tothe workers clients and community. The Company swiftly ramped up its efforts andreturned operations to normal. The need to safeguard the physical safety and emotionalwell-being of our worldwide workforce was at the heart of these initiatives.

Due to the COVID-19 pandemic FY 2020-21 has started on an unusual note with completelockdown in India and lockdowns/business restrictions of varied degrees throughout therest of the world. Companies across all industries are working hard to recuperate revenuelosses control costs keep staff safe and provide uninterrupted services to customers.With so many global businesses relying on India's technology services sector to run theircore operations the industry's resilience has wide ranging global impact. Corporationsalong with delivering business continuity for clients must with renewed vigor ensurethe wellbeing of their employees and the communities in which they operate.

Today 63% of employees continue to work from home. With a more virulent surge of thepandemic in India Atishay has ramped up its efforts significantly to mitigate the impactof the virus.

Our dedication to our clients remained steadfast throughout this time as seen by therecord number of significant deals we closed while working remotely. We were able to meetclient service Level agreements (SLAs) and complete project milestones on time thanks toour operations teams providing efficient work-from-home processes and remotecommunication.

Regular communication with our customers providing updated information on all measurestaken to ensure continuity have been well received with many customers appreciating ourseamless transition to a WFH model.

As an organization our external communication has had to transition to the new virtualmodels as well. Events such as the quarterly results analyst meetings and the AnnualGeneral Meeting have all been executed successfully.

At Atishay even amid an unprecedented global crisis we

continue to balance success as a business with exemplary governance and responsivenessto the needs of all our stakeholders.

The Company's first concern was to protect the safety of its employees by staying trueto its purpose and principles. The company is well positioned to make the most of remotecollaborative working solutions. The Company places a high focus on the health and safetyof its employees partners and consumers.

37. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website on https://www.atishay.com/AnnuaL-return-20-21.pdf

38. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of section 197 of the Companies act 2013 read with rule 5(1) ofthe companies (appointment and remuneration of managerial personnel) rules 2014 areannexed as Annexure-D which forms part of this report. During the financial year 2020-21no employee whether employed for whole or part of the year was drawing remunerationexceeding the Limits mentioned under section 197(12) of the act read with rule 5(2) of theCompanies (appointment and remuneration of managerial personnel) rules 2014.

CAUTIONARY NOTE

Statements in this Board's Report and Management Discussion and Analysis describing theCompany's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities Lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations tax regimes economic developmentsin the Country and other ancillary factors.

APPRECIATION

Your Company's organizational culture upholds professionalism integrity and continuousimprovement across all functions as well as efficient utilization of the Company'sresources for sustainable and profitable growth. Your directors acknowledge with gratitudeand wishes to place on record its appreciation for the dedication and commitment of yourCompany's employees at all levels which has continued to be our major strength. Yourdirectors also thank the shareholders investors customers visitors to our websitesbusiness partners bankers and other stakeholders for their confidence in the Company andits management and look forward for their continuous support.

FOR AND ON BEHALF OF THE BOARD OF ATISHAY LIMITED
SD/-
AKHILESH JAIN
Place: Bhopal CHAIRMAN & MANAGING DIRECTOR
Date: 21.06.2021 DIN:00039927

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