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Authum Investment & Infrastructure Ltd.

BSE: 539177 Sector: Financials
NSE: N.A. ISIN Code: INE206F01014
BSE 09:09 | 19 Oct 1829.90 20.40
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NSE 05:30 | 01 Jan Authum Investment & Infrastructure Ltd
OPEN 1829.90
PREVIOUS CLOSE 1809.50
VOLUME 71
52-Week high 1947.10
52-Week low 127.03
P/E 7.13
Mkt Cap.(Rs cr) 3,107
Buy Price 1809.50
Buy Qty 11.00
Sell Price 1829.90
Sell Qty 236.00
OPEN 1829.90
CLOSE 1809.50
VOLUME 71
52-Week high 1947.10
52-Week low 127.03
P/E 7.13
Mkt Cap.(Rs cr) 3,107
Buy Price 1809.50
Buy Qty 11.00
Sell Price 1829.90
Sell Qty 236.00

Authum Investment & Infrastructure Ltd. (AUTHUMINVEST) - Director Report

Company director report

To

The Members

The Directors have pleasure in presenting the 38th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2020.

FINANCIAL HIGHLIGHTS

PARTICULARS Year Ended 31/03/2020 Year Ended 31/03/2019
Operational & Other Income (105034327) (357711211)
Profit/Loss Before Depreciation & Tax (152878960) (374313566)
Less: Depreciation 15143.00 20157.00
Provision for taxation 0.00 0.00
Mat Credit Entitlement earlier year 0.00 0.00
Deferred Tax 0.00 0.00
Taxes for earlier years 39234.00 0.00
Profit/Loss after Depreciation & Tax (152933337) (374333723)
Balance brought forward for previous year 0.00 0.00
Appropriations
Amount transferred to Statutory Reserves 0.00 0.00
Bonus shares Issued 0.00 0.00
Balance Carried to Balance Sheet (152933337) (374333723)

OPERATIONS

During the year under review Company suffered a loss of Rs. 152933337/- as comparedto a loss of Rs. 374333723/- owing to volatile market and weak economic sentiments atdomestic and global level. However the Management is very positive and looking forward forbetter performance in future.

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.

DIVIDEND & APPROPRIATIONS

The Board of Directors has decided not to recommend any dividend for the year ended 31stMarch 2020.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)

Members are hereby informed that under the Act the Company is obliged to transfer anymoney lying in the Unpaid Dividend Account which remains unpaid or unclaimed for a periodof seven years from date of such transfer to the Unpaid Dividend Account to the credit ofthe Investor Education and Protection Fund ("the Fund") established by theCentral Government. Further attention of the members is drawn to the provisions of Section124(6) of the Act which require a company to transfer in the name of IEPF Authority allshares in respect of which dividend has not been paid or claimed for 7 (seven) consecutiveyears or more from the date of transfer to Unpaid Dividend Account of the Company.

In accordance with the aforesaid provisions of the Act read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (IEPFRules) as amended from time to time the Company has already transferred all shares inrespect of which dividend declared for the financial year 2010-11 has not been paid orclaimed by the members for 7 (seven) consecutive years. Members are advised to visit thewebsite of the Company to ascertain details of shares transferred to IEPF Authority. TheCompany has transferred the unpaid or unclaimed dividends declared for the financial years2010-11 to the Fund.

The Company has uploaded the details of unpaid and unclaimed dividend amountstransferred to IEPF on the website of the Company. The said details have also beenuploaded on the website of the Ministry of Corporate Affairs and the same can be accessedthrough the link: www.mca.gov.in.

INCREASE IN SHARE CAPITAL

During the year under review your Company has increased Authorized Share Capital fromexisting Rs. 120000000/-(Rupees Twelve Crore only) divided into 12000000 (One CroreTwenty Lakh) Equity share of Rs. 10/- each To Rs. 1000000000 (Rupees One Hundred Croreonly) divided into 30000000 (Three Crore) equity share of Rs. 10/each and Rs.70000000 (Seven Crore) Preference Shares of Rs. 10/- each.

During the year under review your Company has issued and allotted in aggregate41900000 7% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 10/-each at a premium of Rs. 40/- each to Mentor Capital Limited aggregating to Rs. 209.50crores which are not listed.

Consequent to the aforesaid the issued subscribed and paid up Share Capital of theCompany increased from Rs. 115280900/- to Rs. 534280900/- consisting of 11528090equity shares of Rs. 10/- each and 41900000 preference shares of Rs. 10/- each.

Further your Company has made allotment of 6300000 0.01% Compulsorily ConvertibleDebentures (CCDs) of face value Rs. 1000/- each aggregating to Rs. 630 crores. The saidCCDs shall be compulsorily converted into equity shares within 18 (eighteen) months fromthe allotment of CCDs such that the holder of the CCDs shall have the right to apply forconversion of CCDs into equity shares of the Company on the expiry of 17 (seventeen)months from the date of allotment.

The Company has received In-principal Approval of said CCD's from BSE Ltd. on 20thDecember 2019 and awaiting for approval from Calcutta Stock Exchange Limited.

Further the Company has not issued any equity capital during the year under review andhas also not issued any shares with differential voting rights nor granted any stockoptions or sweat equity at any time including during the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to Statutory Reserve Fund created in termsof Section 45-IC of the RBI Act 1934 during the year under review. The closing balance ofthe reserves and surplus of the Company for FY 2019-20 after all appropriation andadjustments was Rs. (2217565112/-).

IMPACT OF NOVEL COVID-19 PANDEMIC

Due to novel COVID-19 outbreak the Maharashtra Government announced lockdown in fourcities of Maharashtra i.e. Mumbai Pune Nagpur and Pimpri Chinchwad from the midnight ofMarch 20 2020 till March 31 2020. The Government of India announced a nationwidelockdown of 21 days with effect from March 25 2020 which got extended from time to timeto combat the spread of the COVID-19 virus. In compliance with various directives issuedby the State / Central authorities your Company suspended the some operations at theOffice and shut the offices with a view to safeguard the risks to the health of theemployees of the Company.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has itaccepted any Public Deposits during the year under review.

PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THEPROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013

The provisions of Section 186 of the Companies Act 2013 pertaining to investment andlending activities is not applicable to the Company since the Company is an NBFC whoseprincipal business is the acquisition of securities.

During the year the Company has not provided any guarantee.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Company; hence the provisions pursuant toconsolidation are not applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return ofthe Company in Form MGT-9 is annexed as Annexure 1 and forms an integral part of thisreport. The Annual Return as referred in Section 134(3)(a)of the Companies Act 2013 forthe financial year ended March 31 2013 shall be placed on the website of the Company atwww.authum.com.

FINANCIAL STATEMENTS

Pursuant to the Companies (Indian Accounting Standards) Rules 2015 ("IND AS")notified by the Ministry of Corporate Affairs the Company being a NBFC has adopted theIndian Accounting Standards with effect from 1st April 2019.

Accordingly the Financial Statements of the Company for the year ended 31stMarch 2020 and 31st March 2019 have been prepared in accordance with IND AS.

The audited Financial Statements prepared in accordance with IND AS are provided inthis Annual Report.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to the SEBI approval for the Open offer which was received on 01/04/2019 andthe RBI approval there is change in control and management of the Company. Mrs. AlpanaDangi Promoter and Executive Director of the Company now holds 74.74% of paid up equityshare capital of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations. During the yearunder review the registered office of the Company shifted from Kolkata to Mumbai and thenshifted within the city of Mumbai to occupy better premises and bigger office space.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is available onCompany's website at www.authum.com. This Policy deals with the review and approval ofrelated party transactions. The Board of Directors of the Company has approved thecriteria for giving the omnibus approval by the Audit Committee within the overallframework of the Policy on Related Party Transactions.

Omnibus approval was obtained for related party transactions which are of repetitivenature and entered in the ordinary course of business and at arm's length basis. Pursuantto Regulation 23 of the Listing Regulations all related party transactions were placedbefore the Audit Committee on a quarterly basis for their review and approval.

Further the Policy on materiality of Related Party Transactions is available on thewebsite of the Company at www.authum.com.

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended as AnnexureII to the Board's report.

MEETINGS OF THE BOARD

During the year under review 8 (Eight) Board Meetings were held. The details of thecomposition of the Board and its Committees and of the Meetings held and attendance of theDirectors at such Meetings are provided in the Corporate Governance Report. The Board hasin its meeting held on 03/01/2020 reconstituted the Audit Committee under the Chairmanshipof Mr. Vinit Parikh the other members of the Committee being Mr. Amit Dangi and Mr. VimalAjmera. There have not been any instances during the year when recommendations of theAudit Committee were not accepted by the Board.

COMMITTEES OF THE BOARD

Currently the Board has four Committees viz. the Audit Committee the Nomination &Remuneration Committee the Corporate Social Responsibility Committee StakeholdersRelationship Committee. The above mentioned committees were re-constituted by the board intheir meeting held on 03/01/2020. A detailed note on the composition of the Board and itsCommittees and other related particulars are provided in the Report of Directors onCorporate Governance forming part of this Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 (including any statutorymodification or re-enactment thereof for the time being in force) Mr. Navin Kumar Jain(DIN: 00465888) Executive Director of the Company is liable to retire by rotation at theensuing AGM and being eligible offers himself for reappointment. The brief resume of Mr.Navin Kumar Jain and other relevant details are given in the accompanying Notice of AGM.

The Board of Directors in its meeting held 30th September 2019 on therecommendations of the Nomination and Remuneration Committee (NRC) had appointed Mrs.Alpana Dangi (DIN: 01506529) as an additional Non-Executive Non-Independent Director andfurther recommends to the members of the Company appointment of Mrs. Alpana Dangi (DIN:01506529) as a director

During the year the Board of Directors in its meeting held on 30thSeptember 2019 on the recommendations of the NRC had appointed Mr. Vinit Parikh (DIN:01461830) and Mr. Vimal Ajmera (DIN: 07011895) as Additional Independent Directors of theCompany subject to the approval of the members in the ensuing AGM. The Company onrecommendation of NRC proposes appointment of Mr. Vinit Parikh and Mr. Vimal Ajmera asIndependent Directors of the Company for a period of 5 years. Necessary resolutionsseeking approval of members for appointment of Mr. Vinit Parikh and Mr. Vimal Ajmera as anIndependent Directors has been incorporated in the Notice of the ensuing AGM.

Further the Board of Directors in its meeting held 14th November 2019 onthe recommendations of the Nomination and Remuneration Committee (NRC) had appointed Mr.Amit Dangi (DIN: 06527044) as an additional Director of the Company and further recommendsto the members of the Company appointment of Mr. Amit Dangi (DIN: 06527044) as a WholeTime Director of the Company w.e.f. 29th June 2020 for a period of 5 years.

During the year the Board of Directors in its meeting held 3rd January2020 considered redesignation of Mr. Navin Jain from Managing Director to ExecutiveDirector.

During the year Mr. Vivek Mishra Chief Financial Officer and Company Secretary &Compliance Officer resigned w.e.f. 14th February 2020 and the Board ofDirectors in its meeting held on 14th February 2020 on the recommendations ofthe NRC appointed Mr. Amit Dangi as Chief Financial Officer and Mr. Hitesh Vora asCompany Secretary & Compliance Officer of the Company with effect from 14thFebruary 2020.

Necessary resolutions for the appointment / re-appointment of the aforesaid directorsand their detailed profiles have been included in the notice convening the ensuing AGM anddetails of the proposal for appointment / reappointment are mentioned in the explanatorystatement of the notice in accordance with the requirements of the Listing Regulations andSecretarial Standards.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of section 164 & 165 of the Companies Act 2013.

DECLARATION FROM THE INDEPENDENT DIRECTORS

During the year under review all the Independent Directors had submitted theDeclaration of Independence as required pursuant to section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in section 149(6) ofthe Companies Act 2013 read with applicable provisions of SEBI (Listing Obligations &Disclosure Requirements) 2015 or as per applicable regulation of SEBI (ListingObligations & Disclosure Requirements) 2015

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3) 149(8) and Schedule IV of the CompaniesAct 2013 read with Listing Regulations Annual Performance Evaluation of the Board theDirectors as well as Committees of the Board has been carried out. The performanceevaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board details of which are provided in theCorporate Governance Report. The properly defined and systematically structuredquestionnaire was prepared after having considered various aspects and benchmarks of theBoard's functioning composition of the Board and its Committees performance of specificduties obligations and governance.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Independent Directors of the Company met without the Presence of Non-IndependentDirectors on 21st August 2019 and 14th February 2020 in terms ofSection 149(8) and Schedule IV of Companies Act 2013 and regulation 25(3) & (4) ofSEBI (Listing Obligations & Disclosure Requirements) 2015 without the attendance ofNon-Independent Directors and members of management. They met to discuss the inter-aliaamongst other items the following mandatory items viz.

(a) to review the performance of non-independent directors and the Board as a whole;

(b) to review the performance of the Chairperson of the company taking into accountthe views of executive directors and non- executive directors;

(c) to assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the SEBI (Listing Obligations & DisclosureRequirements) 2015 and the Companies Act 2013 the Company is required to conduct theFamiliarization Programme for Independent Directors (IDs) to familiarize them about theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various initiatives.Significant Statutory updates are circulated on a quarterly basis through which Directorsare made aware of the significant news developments and highlights from various regulatoryauthorities viz. Reserve Bank of India(RBI) Securities and Exchange Board of India(SEBI) Ministry of Corporate Affairs (MCA) etc.

The Company Secretary regularly apprises the Directors about their roles rights andresponsibilities in the Company from time to time as per the requirements of the SEBI(Listing Obligations & Disclosure Requirements) 2015 with the Stock Exchanges andCompanies Act 2013 read together with the Rules and Schedules there under The policy anddetails of familiarization programme imparted to the Independent Directors of the Companyis available at www.authum.com.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2019-20.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm:

1. That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. That the Annual Accounts for the year ended 31st March 2020 hasbeen prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems andprocedures. The Internal Auditor submits his Report periodically which is placed beforethe Audit Committee.

A combination of these systems enables your Company to maintain a robust design ofcontrols and its operating effectiveness is ensured through periodical internal checks andaudit.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT

In compliance with the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directorshave reconstituted Corporate Social Responsibility (CSR) Committee on 03/01/2020 under theChairmanship of Mr. Amit Dangi. Mr. Vinit Parikh and Mr. Vimal Ajmera are the members ofthe CSR Committee.

The Board of Directors of the Company has approved CSR Policy based on therecommendation of the CSR Committee and uploaded it on the website of the Company atwww.authum.com.

During the year under review the Company has fallen out of the purview of theprescribed criteria as laid down in Section 135(1) of the Companies Act 2013 read withRule 3(2) of Companies (CSR) Rules 2014 CSR Provisions are not applicable.

Hence the requirement to disclose the Corporate Social Responsibility policy in theCompany's Website has also been dispensed with.

PARTICULARS OF EMPLOYEES KEY MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are appended to this Report as AnnexureIII. The information regarding employee remuneration as required pursuant to Rule 5(2) andRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not provided as none of the employees are covered under the same.

STATUTORY AUDITORS AND THEIR REPORT

M/s. Sanghai & Co. Chartered Accountants (Firm Reg. No. 319079E) were appointed asStatutory Auditors of the Company from the conclusion of the 35th AnnualGeneral Meeting until the conclusion of the 39th Annual General Meeting to beheld in the year 2021. As per the provisions of Section 139 of the Act they haveconfirmed that they are not disqualified from continuing as Auditors of the Company. TheAudit Report of M/s. Sanghai & Co. Chartered Accountants (Firm Reg. No. 319079E) onthe Financial Statements of the Company for the Financial Year 2019-20 is a part of theAnnual Report.

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Sanghai & Co. Chartered

Accountants Statutory Auditors in their report on the Company's financial statementsfor the year ended on 31st March 2020.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THECOMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.

SECRETARIAL AUDITOR

Mr. Dinesh Agarwal Practicing Company Secretary holding membership of The Instituteof Company Secretaries of India (Membership No. 6315 FCS; Certificate of Practice No.5881) had resigned as Secretarial Auditor of the Company.

The Company had appointed Mr. Mayank Arora proprietor of M/s. Mayank Arora & Co.Practicing Company Secretary holding membership of The Institute of Company Secretariesof India (Membership No. F10378; Certificate of Practice No. 13609) as the SecretarialAuditor of the Company for FY 2019-20 to conduct the Secretarial Audit pursuant to Section204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The Secretarial Audit report as received from M/s.Mayank Arora & Co is appended to this Report as Annexure IV.

In addition to the above the company has obtained Secretarial Compliance Report forthe financial year ended 31st March 2020 from M/s. Mayank Arora & Co.Practicing Company Secretary in compliance with the Regulation 24A of the ListingRegulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated 8 February 2019 and has beensubmitted with stock exchanges.

The Secretarial Audit Report contains the following observations/ Remarks as follows:

1. The Company submitted its Annual Report for FY 2018-19 which was not in theprescribed time limit. With reference to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2018/77dated May 3 2018 the Company was levied penalty of Rs. 28320/- for Non-submission ofthe Annual Report within the period prescribed under the said regulation by the BSE Ltd.

The company paid penalty amount of Rs. 28320/- to the BSE Ltd. on 22ndOctober 2019. After considering the submission made by the company and similar requestsreceived from other companies the stock exchange vide its email dated 7thJanuary 2020 withdrew the fine amount of Rs. 28320/- levied for non-compliance withRegulation 34 of SEBI (LODR) Regulations 2015 for year ended March 31 2019.

Management's Reply: The Management of the Company has noted the same and will bemore careful in future.

2. As per provisions of Section 203(1) of the Companies Act 2013 every listedcompany is required to appoint CFO (Chief Financial Officer) as a Key ManagerialPersonnel. The Company has appointed Mr. Vivek Mishra as Chief Financial Officer on 13thJune 2019.

Management's Reply: The Company was unable to find a suitable candidate and henceappointed Mr. Vivek Mishra as Chief Financial Officer w.e.f. 13th June 2019

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 and accordinglysuch accounts and records have not been maintained by the Company.

SECRETARIAL STANDARDS OF ICSI

The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

INTERNAL AUDITOR AND THEIR REPORT

The Board appointed M/s. L.K. Bhonia & Co. Chartered Accountant as InternalAuditors to conduct Internal Audit for the FY 2019-20. During the year under review M/s.L.K. Bhonia & Co Internal Auditor's had submitted their Report for the financial year2019-20 for various quarters/period to the Audit Committee for its review and necessaryaction.

MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule Vof SEBI Listing Obligations and Disclosure Requirements Regulations 2015 is presented ina separate section and forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE

In compliance with the Regulation 34 read with Schedule 9 of the Listing Regulations adetailed report on Corporate Governance is given as an Annexure and forms an integral partof this Annual Report. A Certificate from the Practicing Company Secretary confirmingcompliance of the conditions of Corporate Governance as stipulated under the ListingRegulations is appended to the Corporate Governance Report.

DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATIONPOLICY

The Nomination and Remuneration Committee as on 31st March 2020 comprisesof the following:

Directors viz. Mr. Amit Dangi Director; Mr. Vinit Parikh Chairman and Non-ExecutiveIndependent Director; Mr. Vimal Ajmera Non-executive Independent Director.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 17(9) of the SEBI (Listing Obligations & DisclosureRequirements) 2015. It establishes various levels of risks with its varying levels ofprobability the likely impact on the business and its mitigation measures.

The Audit committee facilitates the execution of Risk Management Practices in theCompany in the areas of risk identification assessment monitoring mitigation andreporting.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has formulated a codified Vigil Mechanism Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) 2015in order to encourage Directors and Employees of the Company to escalate to the

level of the Audit Committee any issue of concerns impacting and compromising with theinterest of the Company and its stakeholders in anyway. The Company is committed to adhereto highest possible standards of ethical moral and legal business conduct and to opencommunication and to provide necessary safeguards for protection of employees fromreprisals or victimization for whistle blowing in good faith. During the year underreview the Company amended the Whistle Blower Policy to provide a clause wherein allemployees of the Company are eligible to report any instance of leak of Unpublished PriceSensitive Information. The said Policy is available on the Company's websitewww.authum.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy and Technology Absorption:

The Company has no activity relating to Conservation of Energy and TechnologyAbsorption as stipulated in Rule 8(3) of Companies (Accounts) Rules 2014.

(B) Foreign Exchange Earnings & Outgo

During the year under review the Company did not have any Foreign Exchange Earnings orOutgo.

CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of theListing Regulations is annexed to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

Anti-Sexual Harassment Policy as per the requirement of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 is not applicable to yourCompany.

COMPLIANCE

The Company is registered as a non-deposit accepting non-systemically important NBFC.The Company has complied with and continues to comply with all applicable laws rulescirculars and regulations including the RBI Directions.

During FY 2019-20 there were no frauds committed by the Company and no material fraudscommitted on the Company by its officers or employees.

OTHER DISCLOSURES AND INFORMATION

a) Significant and Material Orders passed by the Authority

There are no significant or material orders passed by the Regulators or Courts orTribunals which impacts the going concern status of the Company and its future operations.

b) Material Changes and Commitments affecting financial position

Mrs. Alpana Dangi had made an Open Offer for acquiring 6282810 equity shares i.e.54.50% of the equity and voting share capital of Authum Investment & InfrastructureLimited pursuant to the Public Announcement dated 12th December 2018; Detailedpublic Statement dated 19th December 2018 and Letter of Offer dated 9thAugust 2019 and also had made the recommendation on the said Open Offer in accordancewith the provisions of regulation 26(7) of the Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations 2011.

Pursuant to the Open Offer Mrs. Alpana Dangi acquired 6272408 equity shares i.e.54.41% of the equity and voting share capital of the Company.

Further Mrs. Alpana Dangi became the promoter of the Company holding 8615906 equityshares i.e. 74.74% of the total share capital of the Company.

ACKNOWLEDGEMENTS:

The Directors would like to place on record their gratitude for the valuable guidanceand support received from the Reserve Bank of India the Securities and Exchange Board ofIndia the Registrar of Companies and other government and regulatory agencies and toconvey their appreciation to the Members bankers lenders vendors and all other businessassociates for the continuous support given by them to the Company. The Directors alsoplace on record their appreciation of all the employees of the Company for theircommitment commendable efforts team work and professionalism.

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31/03/2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS:

1. CIN L51109MH1982PLC319008
2. Registration Date 17th July 1982
3. Name of the Company Authum Investment & Infrastructure Limited
4. Category/Sub-category of the Company Public Company/Limited by Shares
5. Address of the Registered office & contact details 707 Raheja Centre Free Press Journal Marg
Nariman Point Mumbai 400021.
Phone No. 022-61472117
Web Address: www.authum.com
Email ID: authuminvest@gmail.com
6. Address of the Corporate office & contact details 7 Mangoe Lane 2nd Floor Room No. 212 Kolkata-700001
Phone No. 033-40068296
Web Address: www.authum.com
Email ID: authuminvest@gmail.com
7. Whether listed company Yes
8. Name Address & contact details of the Registrar & Transfer Agent if any. Maheshwari Datamatics Private Limited.
23 R.N. Mukherjee Road 5th Floor Kolkata 700001.
Ph. No. :(033) 2248-2248

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

Name and Description of main products / services NIC Code of the Product / Service % to total turnover of the Company
1 Other financial service activities except insurance and pension funding activities 64990 100

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name & Address of the Company CIN/GLN Holding/Subsidiary /Associate % of Shares Held Applicable Section
1 NOT APPLICABLE

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wiseShare Holding

Category of Shareholders

No. of Shares held at the beginning of the year [As on 31-March-2019]

No. of Shares held at the end of the year [As on 31-March-2020] % Change
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
A. Promoters
(1) Indian
a) Individual/ HUF - - - - 8615906 - 8615906 - 74.74
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
(2) Foreign - - - - - - - - -
Total shareholding of Promoter A = A(1) + A(2) - - - - 8615906 - 8615906 - 74.74
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance - - - - - - - - -
g) FIIs Companies - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Alternate Investment Funds - - - - - - - - -
Foreign Portfolio Investors - - - - - - - - -
Provident Funds/Pension Funds - - - - - - - - -
Qualified Foreign Investor - - - - - - - - -
Sub-total (B)(1):- - - - - 8615906 - 8615906 - 74.74
2. Non-Institutions
a) Bodies Corp.
i) Indian 420454 - 4204548 36.47 153602 - 153602 13.32 -23.15
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 195459 - 195459 1.70 119957 - 119957 1.04 -0.65
ii) Individual shareholders holding nominal share capital in excess of Rs1 lakh 6981353 - 6981353 60.56 1236828 - 1236828 10.73 -49.83
c) Others (specify) - - - - - - - - -
Non-Resident Indians 1306 - 1306 0.01 1820 - 1820 0.01 0.00
Overseas Corporate Bodies - - - - - - - - -
Investor Education and Protection Fund Authority - - - - 17550 - 17550 0.15 0.15
Clearing Members 145424 - 145424 1.26 2 - 2 0.00 -1.26
Trusts - - - - - - - - -
Foreign Bodies - - - - - - - - -
D R
NBFC - - - - - - - - -
Registered with RBI
Sub-total (B)(2):- 11528090 - 11528090 100.00 2912184 - 2912184 25.26 -74.74
Total Public Shareholding (B)=(B)(1)+ (B)(2) 11528090 - 11528090 100.00 2912184 - 2912184 25.26 -74.74
C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 11528090 - 11528090 100.00 11528090 - 11528090 100.00 0.00

B) Shareholding of Promoter-

Shareholder's Name Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in share holding during the year
1 Alpana Dangi 0 0 0 8615906 74.74 0 -74.74
2 Mentor Capital Limited - - - - - - -
Total 0 0 0 8615906 74.74 0 -74.74

C) Change in Promoters' Shareholding (please specify if there is no change)

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Alpana Dangi
At the beginning of the year 2343858 20.33 - -
Transfer on 27/09/2019 (Purchase) 6272048 54.41 8615906 74.74
At the end of the year - - 8615906 74.74

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Sr. No Name

Shareholding

Increase/ Decrease in Shareholding

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Khazana Tradelinks Private Limited *
01/04/2019 1385000 12.0141 - -
27/09/2019 300000 2.6023 Sold on 27/09/2019 (300000) 1085000 9.4118
31/03/2020 1085000 9.4118 1085000 9.4118
2. Prithviraj Saremal Kothari *
01/04/2019 - - - -
01/11/2019 270000 2.3421 Purchase on 01/11/2019 270000 270000 2.3421
31/03/2020 270000 2.3421 270000 2.3421
3. Namita Ketan Kothari *
01/04/2019 - - - -
27/09/2019 15752 0.1366 Purchase on 27/09/2019 15752 15752 0.1366
01/11/2019 230125 1.9962 Purchase on 01/11/2019 230125 245877 2.1329
08/11/2019 352 0.0031 Purchase on 08/11/2019 352 246229 2.1359
15/11/2019 12612 0.1094 Purchase on 15/11/2019 12612 258841 2.2453
13/12/2019 1731 0.0150 Purchase on 13/12/2019 1731 260572 2.2603
31/03/2020 260572 2.2603 260572 2.2603
4. Kamal Kishore Somani *
01/04/2019 - - - -
05/04/2019 68500 0.5942 Purchase on 05/04/2019 68500 68500 0.5942
27/09/2019 68500 0.5942 Sold on 27/09/2019 (68500) - -
11/10/2019 61650 0.5348 Purchase on 11/10/2019 61650 61650 0.5348
15/11/2019 10100 0.0876 Sold on 15/11/2019 (10100) 51550 0.4472
22/11/2019 200 0.0017 Sold on 22/11/2019 (200) 51350 0.4454
21/02/2020 69500 0.6029 Purchase on 21/02/2020 69500 120850 1.0483
13/03/2020 70000 0.6072 Purchase on 13/03/2020 70000 190850 1.6555
31/03/2020 190850 1.6555 190850 1.6555
5. Nariman Investment Holdings Private Limited *
01/04/2019 - - - -
17/05/2019 107000 0.9282 Purchase on 17/05/2019 107000 107000 0.9282
24/05/2019 23900 0.2073 Purchase on 24/05/2019 23900 130900 1.1355
21/06/2019 288 0.0024 Sold on 21/06/2019 (288) 130612 1.1330
28/06/2019 11 0.0000 Sold on 28/06/2019 (11) 130601 1.1329
30/06/2019 130601 1.1329 Sold on 30/06/2019 (130601) - -
05/07/2019 130594 1.1328 Purchase on 05/07/2019 130594 130594 1.1328
23/08/2019 130594 1.1328 - -
Sold on 23/08/2019 (130594)
06/09/2019 33208 0.2881 33208 0.2881
Purchase on 06/09/2019 33208
20/09/2019 202 0.0018 33410 0.2898
Purchase on 20/09/2019 70000
30/09/2019 130594 1.1328 164004 1.4226
Purchase on 30/09/2019 70000
31/03/2020 164004 1.4226 164004 1.4226
6. Rakesh S Kathotia *
01/04/2019 - - - -
05/04/2019 155000 1.3445 Purchase on 05/04/2019 155000 155000 1.3445
31/03/2020 155000 1.3445 155000 1.3445
7. Anil Kumar Chhajed *
01/04/2019 - - - -
15/11/2019 114000 0.9889 Purchase on 15/11/2019 114000 114000 0.9889
31/03/2020 114000 0.9889 114000 0.9889
8. Edelweiss Custodial Services Limited *
01/04/2019 - - - -
06/03/2020 109090 0.9463 Purchase on 06/03/2020 109090 109090 0.9463
31/03/2020 109090 0.9463 109090 0.9463
9. SPS Multi-Commodity LLP *
01/04/2019 - - - -
17/01/2020 50000 0.4337 Purchase on 17/01/2020 50000 50000 0.4337
24/01/2020 50000 0.4337 Purchase on 24/01/2020 50000 100000 0.8674
31/03/2020 100000 0.8674 100000 0.8674
10. Anil Buchasia *
01/04/2019 - - - -
20/03/2020 98000 0.9463 Purchase on 20/03/2020 98000 98000 0.9463
31/03/2020 98000 0.9463 98000 0.9463
11. Vinod Lodha #
01/04/2019 1156654 10.0334 1156654 10.0334
27/09/2019 1156654 10.0334 Sold on 27/09/2019 (1156654) - -
31/03/2020 - - - -
12. Pagaria Holding Private Limited #
01/04/2019 625000 5.4215 625000 5.4215
30/08/2019 625000 5.4215 Sold on 30/08/2019 (625000) - -
31/03/2020 - - - -
13. Neha Deal Trade Private Ltd. #
01/04/2019 525000 4.5541 525000 4.5541
30/08/2019 344428 2.9877 Sold on 30/08/2019 (344428) 180572 1.5664
27/09/2019 180572 1.5664 Sold on 27/09/2019 (180572) - -
31/03/2020 - - - -
14. Linkline Agencies Private Limited #
01/04/2019 448566 3.8911 448566 3.8911
30/08/2019 448566 3.8911 Sold on 30/08/2019 (448566) - -
31/03/2020 - - - -
15. Bhaskar Mondal #
01/04/2019 420000 3.6433 420000 3.6433
27/09/2019 420000 3.6433 Sold on 27/09/2019 (420000) - -
31/03/2020 - - - -
16. Vijay Kumar Patodia #
01/04/2019 371112 3.2192 371112 3.2192
13/09/2019 371112 3.2192 Sold on 13/09/2019 (371112) - -
31/03/2020 - - - -
17. Manju Patodia #
01/04/2019 357105 3.0977 357105 3.0977
13/09/2019 357105 3.0977 Sold on 13/09/2019 (357105) - -
31/03/2020 - - - -
18. Shyam Sundar Patodia #
01/04/2019 315000 2.7325 315000 2.7325
13/09/2019 315000 2.7325 Sold on 13/09/2019 (315000) - -
31/03/2020 - - - -

* Not in the list of Top 10 shareholders as on 01/04/2019. The same has beenreflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2020.

# Ceased to be in the list of Top 10 shareholders as on 31/03/2020. The same isreflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2019.

E) Shareholding of Directors and Key Managerial Personnel:

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the

No. of shares % of total shares of the company No. of year shares % of total shares of the company
1. Alpana Dangi
At the beginning of the year 2343858 20.33 - -
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): 6272048 54.41 8615906 74.74
[Transfer on NA 27/09/2019 (Purchase)] NA NA
At the end of the year - - 8615906 74.74

Note: Mr. Navinj Kumar Jain Mr. Amit Dangi Mr. Vinit Parikh Mr. Vimal Ajmera Mr.Tapan Sodani and Ms. Barkha Agarwal Directors of the Company did not hold any shares atthe beginning during and at the end of the year under review.

V) INDEBTEDNESS - Indebtedness of the Company including interestoutstanding/accrued but not due for payment.

Indebtedness at the beginning of the financial year Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
i) Principal Amount 85590349 2807815 0 88398164
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 85590349 2807815 0 88398164
Change in Indebtedness during the financial year
* Addition 1978650528 331420662 0 2310071190
* Reduction 1572269303 194202017 0 (1766471320)
Net Change 406381225 137218645 0 543599870
Indebtedness at the end of the financial year
i) Principal Amount 491971574 139814239 0 631785813
ii) Interest due but not paid 0 212221 0 212221
iii) Interest accrued but not due 0 665753 0 665753
Total (i+ii+iii) 491971574 140692213 0 632663787

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sr. No Particulars of Remuneration Executive Director * Total Amount
Navin Kumar Jain
1 Gross salary 550000.00 550000.00
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income Tax Act 1961
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
- as % of profit
- others specify
5 Others please specify- Sitting Fees 15000.00 15000.00
Total (A) 565000.00 565000.00
Ceiling as per the Act NA NA

* During the year the Board of Directors in its meeting held 3rd January2020 considered redesignation of Mr. Navin Jain from Managing Director to ExecutiveDirector.

B. Remuneration to other directors

Sr. No Particulars of Remuneration

Name of Directors

Barkha Agarwal Tapan Sodani Vinit Parikh * Vimal Ajmera * Amit Dangi # Alpana Dangi * Total Amount
1 Independent Directors
Fee for attending board committee meetings 20000 15000 7500 7500 - - 50000
Commission - - - - - - -
Others please specify - - - - - - -
Total (1) 20000 15000 7500 7500 - - 50000
2 Other Non-Executive Directors - - - - - - -
Fee for attending board - - - - - - -
committee meetings
Commission - - - - - - -
Others please specify - - - - - - -
Total (2) - - - - - - -
Total (B)=(1+2) 20000 15000 7500 7500 - - 50000
Total Managerial Remuneration 20000 15000 7500 7500 - - 50000
Overall Ceiling as per the Act NA NA NA NA - - NA

* Mr. Vinit Parikh Mr. Vimal Ajmera were appointed as an additional IndependentDirectors of the Company w.e.f. 30/09/2019 and Mrs. Alpana Dangi was appointed as anadditional Non-Executive Non-Independent Director w.e.f. 30th September 2019.

# Mr. Amit Dangi was appointed as an additional Non-Executive Non-IndependentDirector w.e.f. 14th November 2019.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

Sr. No Particulars of Remuneration

Key Managerial Personnel

# Vivek Mishra * Hitesh Vora $ Amit Dangi Total
CS & CFO CS CFO
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 710250 103449 300000 1479140
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
Others specify… - - - -
5 Others please specify - - - -
Total 710250 103449 300000 1479140

# Mr. Vivek Mishra resigned as Company Secretary and Chief Financial Officer of theCompany w.e.f. 14th February 2020.

* Mr. Hitesh Vora was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 14th February 2020.

$ Mr. Amit Dangi was appointed as Chief Financial Officer of the Company w.e.f. 14thFebruary 2020.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD NCLT/ COURT] Appeal made / if any (give Details)
A. COMPANY
Penalty NIL
Punishment NIL
Compounding NIL
B. DIRECTORS
Penalty NIL
Punishment NIL
Compounding NIL
C. OTHER OFFICERS IN DEFAULT
Penalty NIL
Punishment NIL
Compounding NIL

Disclosures as specified under Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014

Particulars Reply
i The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial 2.50:1
ii The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary Or Manager if any in the financial year NA
iii The percentage increase in the median remuneration of employees in the financial year N.A.
iv The number of permanent employees on the rolls of company 9
v Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the N.A.
vi The key parameters for any variable component of remuneration availed by the directors N.A.
vii Affirmation that the remuneration is as per the remuneration policy of the company The Nomination and Remuneration Committee of the Company has affirmed that the remuneration is as per the remuneration policy of the Company

.