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BCL Enterprises Ltd.

BSE: 539621 Sector: Financials
NSE: N.A. ISIN Code: INE368E01023
BSE 00:00 | 24 Jun 2.62 -0.13
(-4.73%)
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NSE 05:30 | 01 Jan BCL Enterprises Ltd
OPEN 2.62
PREVIOUS CLOSE 2.75
VOLUME 5404252
52-Week high 5.38
52-Week low 0.34
P/E 3.49
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.62
CLOSE 2.75
VOLUME 5404252
52-Week high 5.38
52-Week low 0.34
P/E 3.49
Mkt Cap.(Rs cr) 31
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BCL Enterprises Ltd. (BCLENTERPRISES) - Director Report

Company director report

To

The Shareholders

The Board of Directors hereby presents its 36thDirector's Report on business and operations of the Company along with StandaloneAudited Financial Statements for the Financial Year ended on 31st March 2021.

1. BACKGROUND

The Company is a Non Deposit Accepting Non-Banking Finance Company("NBFC") holding a Certificate of Registration (14.01006) from the Reserve Bankof India ("RBI").

2. STATE OF COMPANY'S AFFAIR

With the expected positive momentum in the Indian economy the Companyis focused on growth and achieving profitability along with a renewed commitment toenhance quality and customer service and to reduce costs. Innovations investment andpositive modifications are expected in the near future boosting the Company's revenues.Together with forward looking strategy the Company is also focusing extensively onexpanding the business and operational improvements through various strategic projects foroperational excellence and cost cutting initiatives.

3. FINANCIAL RESULTS

The Financial performance of the Company for the financial year ended31st March 2021 is summarized below:-

(Rs. In Lakhs except EPS)

Particulars For the year Ended
31st March 2021 31st March 2020
Total Revenue (I) 767.27 67.01
Total Expenses (II) 491.87 156.15
Profit Before Exceptional Tax & Extraordinary Item 275.40 (89.14)
Tax Expenses:
- Current Tax 56.26 0
- Deferred Tax Liability(Net) 0 0
- Income Tax Earlier Year 0
- MAT Credit Entitlement (0.35)
5.60 0
Profit After Tax 213.56 (89.49)
Earnings Per Share (EPS) 3.66 (1.54)

4. OPERATIONAL PERFORMANCE

During the period the company earned total revenue of Rs.76727346.60/-/- for the year ended 31st March 2021 as against Rs.6700730.82/- for the year ended 31st March 2020. The Company earned a Profitof Rs. Rs.2133570.58/- during the year ended 31st March 2021 as against lossof Rs. (8949103.12)/- in previous year ended 31st March 2020.

5. DIVIDEND

The Company is planning to expand and thereby would need funds toinvest in future projects. Therefore the Company does not recommend any dividend but thedirectors are hopeful for better results in enduing future.

6. RESERVES AND SURPLUS

The Company has Rs. 17261646.23/- in the reserve and surplus. Companyhas profit in the current Financial Year and hence the Company is Rs. 4271200.00/-transferring any amount to reserve as required under Section 45-IC of RBI Act 1934 or anyother reserve.

7. SHARE CAPITAL

During the year under review the share capital of the company remainsunchanged and the company has also not issued any equity shares with differential rightsand sweat equity shares.

8. LISTING OF SECURITIES

The Company got its shares listed with Metropolitan Stock Exchange ofIndia Ltd. (formerly known as MCX Stock Exchange Limited) w.e.f 5th January2015 and also got its shares listed with BSE Ltd w.e.f 4th February 2016.

The Annual listing fees for the Financial Year 2020-21 have been paidto the Stock Exchanges.

9. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review no Company has become the Subsidiary/Joint Venture/Associate of the Company.

The disclosures of particulars with respect to information related toperformance and financial position of the Associate Companies/Subsidiary orSubsidiaries/Joint Venture in Form AOC-1 are not applicable on the Company as enclosedherewith and marked as Annexure-I.

10. BRANCHES OF THE COMPANY

During the period under review the Company does not have any branchoffice.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was payable oroutstanding as on 31st March 2021.

The Company has neither accepted nor renewed any deposits falling underChapter V of Companies Act 2013.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S188(1)

The particulars of every contract or arrangements entered into by theCompany if any with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto are disclosed in Form AOC -2 as Annexure -II.

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED /RESIGNED DURING THE YEAR

The Shareholders of the Company at their Annual General Meeting held onDecember 30 2020 approved the reappointment of Ms. Sangita (DIN: 06957418) Director ofthe Company who was liable for retire by rotation in pursuance to the provisions of theSection 152 of the Companies Act 2013 and rules made thereunder.

Mr. Mahendra Kumar Sharda (DIN: 00053042) was appointed as ManagingDirector designated as KMP of the Company at their meeting held on July 30 2021.

Further Ms. Surbhi Kapoor resigned from the post of Company Secretaryw.e.f. August 13 2020.

Mr. Shyam Lal (M. No: A-29993) appointed as Company Secretary &Compliances officer of the Company w.e.f. February 01 2021 who resigned from the positionof Company Secretary & Compliances officer of the Company w.e.f. July 22 2021.

LIST OF DIRECTORS AS ON 31st MARCH 2021:

S. No. Name Designation
1. Mr. Mahendra Kumar Sharda Managing Director
2. Mr. Umesh Kumar Bajaj Non-Executive & Independent Director
3. Mr. Jeevan Singh Rana Non-Executive & Independent Director
4. Ms. Sangita Non- Executive Director

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31st MARCH2021:

S. No. Name Designation
1. Mr. Mahendra Kumar Sharda Managing Director
2. Mr. Kishore Kargeti Chief Financial Officer
3. Mr. Shyam Lal Company Secretary & Compliance Officer*

* Mr. Shyam Lal appointed as Company Secretary & Compliance Officerw.e.f. February 01 2021 and resigned from the position of Company Secretary &Compliance Officer w.e.f. July 22 2021.

14. MEETINGS HELD DURING THE F.Y. 2020-2021

The Agenda and Notice of the Meetings were circulated well in advanceto the respective Directors. During the year under review 15 (Fifteen) Board Meetings 4(Four) Audit Committee Meetings 1(One) Nomination & Remuneration Committee 3 (Three)Shareholder's Grievance Committee Meetings 1 (One) Internal Complaints CommitteeMeetings and 1 (One) Independent Directors Meeting were convened and held. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013i.e. the maximum interval between any two meetings did not exceed 120 days.

No. of Meetings Attended by Directors during the Year ended 31st March 2021

Name of Director(s) Board Meeting(s) Audit Committee Nomination & Remuneration Committee Shareholder's Grievance Committee Independent Directors' Meeting Internal Complaints Committee
Mr. M.K. Sharda 15 N.A. N.A. 3 N.A. N.A.
Mr. Jeevan Singh Rana 15 4 1 3 1 1
Mr. Umesh Kumar Bajaj 15 4 1 3 1 1
Ms. Sangita 15 4 1 N.A. N.A. 1

15. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31st MARCH2021:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act2013 the primary objective of the audit committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurately andtimely disclosures with the highest levels of transparency integrity and quality offinancial reporting. The composition of Audit Committee of the Company is as following:

S. No. Name of Member Designation Category
1. Mr. Jeevan Singh Rana Chairman Non- Executive & Independent Director
2. Ms. Sangita Member Non- Executive Director
3. Mr. Umesh Kumar Bajaj Member Non- Executive & Independent Director

The Board has accepted all the recommendations proposed by auditcommittee during the Financial Year.

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act 2013 thepurpose of the committee is to screen and review individuals qualified to serve asexecutive directors non-executive directors and independent directors and to review theirremuneration consistent with criteria approved by the Board and to recommend forapproval by the Board of the Board. The composition of Nomination and RemunerationCommittee of the Company is as following:

S. No. Name of Member Designation Category
1. Mr.Umesh Kumar Bajaj Chairman Non- Executive & Independent Director
2. Mr.Jeevan Singh Rana Member Non- Executive & Independent Director
3. Ms.Sangita Member Non- Executive Director

c) SHAREHOLDER'S GRIEVANCE COMMITTEE:

In compliance with provisions of 178(5) of the Companies Act 2013 thepurpose of the committee is to assist the Board and the Company in maintaining healthyrelationships with all stakeholders. The composition of Shareholder's RelationshipCommittee of the Company is as following:

S. No. Name of Member Designation Category
1. Mr. Umesh Kumar Bajaj Chairman Non- Executive & Independent Director
2. Mr. Mahendra Kumar Sharda Member Managing Director
3. Mr. Jeevan Singh Rana Member Non -Executive& Independent Director

d) INTERNAL COMPLAINTS COMMITTEE :

The Board of Directors has constituted Internal Complaint Committeepursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 for the purpose of adhering the Complaints of employees regardingSexual Harassment.

S. No. Name of Member Designation Category
1. Ms. Sangita Chairman Non- Executive Director
2. Mr. Umesh Kumar Bajaj Member Non- Executive & Independent Director
3. Mr. Jeevan Singh Rana Member Non -Executive & Independent Director

16. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations ofindependence as required pursuant to provisions of section 149(7) of the Act statingthat they meet the criteria of independence as provided in subsection (6) and Regulation25 of Listing Regulations.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of Regulation 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Company familiarizes the Directors abouttheir role and responsibility at the time of their appointment through a formal letter ofappointment. All new independent directors inducted into the Board attend an orientationprogram. Presentations are regularly made at the meetings of the Board and its variousCommittees on the relevant subjects. The details of programs for familiarization ofIndependent Directors can be accessed on the Company's website.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act2013 the Directors hereby confirm that:

1.) in the preparation of annual accounts for the Financial Year ended31st March 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2.) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Companies as at 31stMarch 2021 and of the profit/loss of the Company for the period ended on that date;

3.) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

4.) the Directors have prepared the annual accounts on a going concernbasis;

5.) the Directors have laid down proper internal financial controls tobe followed by the company and such internal financial control and adequate and wereoperating effectively; and

6.) the Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.

19. AUDITOR & AUDITORS' REPORT;

a. Statutory Auditors and Audit Report

Pursuant to Section 139 of the Companies Act 2013 M/s Krishan Rakesh& Co. Chartered Accountants (Firm Registration No 009088N]) Statutory Auditors ofthe Company have been appointed by the members at the Thirty Fifth Annual General Meetingto hold office for a period of 5 years from the date of such meeting held on December 302020.

Pursuant to the amendments made to Section 139 of the Act by theCompanies (Amendment) Act 2017 effective from 7th May 2018 the requirement of seekingratification of Members for the appointment of the Statutory Auditors has been withdrawn.Therefore ratification by the Members is not being obtained at the ensuing AGM.

The Audit Report submitted by Statutory Auditor on Annual StandaloneFinancial Statement for the Financial Year 2020-21 does not contain any qualificationreservation or adverse remark or disclaimer. The notes to the accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any furthercomments. The Auditors have also not reported any matter under Section 143(12) of theCompanies Act 2013.

b. Secretarial Auditor & Secretarial Audit Report

In terms of Section 204 of the Companies Act 2013 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and on therecommendation of the Audit Committee the Board of Directors of the Company has appointedM/s. Grover Ahuja & Associates Company Secretaries as Secretarial Auditor of theCompany for the financial year 2020-21. Secretarial audit report as provided by M/s.Grover Ahuja & Associates Company Secretaries is also annexed to this Report in theprescribed Form MR-3 as "Annexure- III".

Remark 1: Pursuant to SEBI Circular No-SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20 2018 wherein Issuer Companies through their RTA shall takespecial efforts to collect copy of PAN and bank account details of all securities holdersholding securities in physical form while collecting the details RTAs shall ensure thatthey send a letter under registered/ speed post seeking PAN and bank details (a copy ofthe Pan card and original cancelled cheque leaf/ attested bank passbook showing the nameof account holder) within 90 days of the circular and two reminder thereof after the gapof 30 days. All the 3 letters will have 21 days' notice period to provide thedetails.

With respect to the same the Company through their RTA has not sentthe letters to the shareholders under registered/ speed post seeking their Pan and Bankdetails within 90 days of this circular and resultantly no such two reminders were given.

Board Clarification: The Company has received the PAN details of someof the shareholders. However due to pandemic company is operating with limited staff.However Company is still trying to get the details of all shareholders.

Remark 2: As informed by the Company and further verifications ofdocuments of the Company it has been observed that the period of office of ManagingDirector of the Company expired on April 16 2020 and also that during the period underreview no re-appointment was made.

Board Clarification: The Board has appointed Managing Director at theirmeeting held on July 30 2021.

Remark 3: The Company had not given the Intimation of resignation ofMs. Surbhi Kapoor Company Secretary & Compliance Officer of the Company in pursuanceto Master Direction - Non - Banking Financial Company - Non - Systemically Important Non -Deposit taking Company (Reserve Bank) Directions 2016 to Reserve Bank of India.

Board Clarification: Due to restriction because of COVID-19 pandemicand non-coordination in the management due to remote working the Company has missed tointimate the RBI about the resignation of Ms. Surbhi but later on the Company has sent thesaid intimation to RBI..

Remark 4: The first meeting of the period under review was held onApril 09 2020 via physical mode. However at that time the Central Government imposed thenationwide lockdown due to the emergence of COVID-19 pandemic.

Board Clarification: Due to urgent items of agenda the Company couldnot delay the agenda on the further date and the Board of Directors of the Company foundit convenient to attend the meeting through physical mode. However the meeting was heldafter taking all the precautions relating to COVID-19 into consideration.

20. CORPORATE GOVERNANCE REPORT

As per Regulation 15 of the SEBI (Listing Regulations and DisclosureObligations Requirements) Regulations 2015 the provisions of Chapter IV of the saidListing Regulations 2015 the Compliance with the corporate governance provisions asspecified in Regulations 17[17A] 18 19 20 21 22 23 24 24A 25 26 27 and clauses(b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E of Schedule V shallnot be mandatory for the time being in respect of the following class of companies:

A. The listed entity having Paid up Equity Share Capital not exceedingRs.10 Crore and Net Worth not exceeding Rs.25 Crore as on the last day of the previousfinancial year;

B. The Listed Entity which has listed its specified securities on theSME Exchange.

Since the Company is neither listed exclusively on the SME Exchange norits paid-up share capital and net-worth exceeds the prescribed threshold limits thereforeRegulations 17 to 27 and Regulation 46 are not applicable on the Company.

21. BOARD EVALUATION

In pursuance to applicable Sections of Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board inconsultation with its Nomination and Remuneration Committee has formulated a framework andcriteria to evaluate the performance of the entire Board of the Company its Committee andIndividual Director including Independent Directors.

The Nomination and Remuneration Committee has carried out theevaluation of every Director's performance (including Independent Directors).

The Independent Directors have met separately without presence of anyNon-Independent Directors and member of management to discuss the performance ofNon-Independent Directors and Board as a whole.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013.

Your Company is exempt from the provisions of Section 186 of theCompanies Act 2013.

23. ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company for the Financial Year2020-21 has been uploaded on the website of the Company and the same can be accessed byclicking on following link:

www.bclenterprisesltd.in

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the Company to which the financial statements relate and till the date of thisannual report.

26. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financialyear under review.

27. SECRETARIAL STANDARDS OF ICSI

Your Company is in compliance with all the applicable SecretarialStandards as specified by the Institute of Company Secretaries of India.

28. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rulesframed there under M/s. Krishan Rakesh & Co. [FRN NO. 009088N] CharteredAccountants were appointed as statutory auditors of the Company from the conclusion ofthe annual general meeting (AGM) of the Company held on December 30 2020 till theconclusion of next Annual General Meeting to be held in year 2025.

29. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is as under:

(i). The ratio of remuneration of each director to the medianremuneration of the employees of the employees of the Company for the financial year2020-21:

S. No. Directors Ratio to median remuneration
1 Mr. Mahendra Kumar Sharda NIL
2 Mr. Umesh Kumar NIL
3 Mr. Jeevan Singh Rana NIL
4 Mrs. Sangita NIL

(ii) . There has been 6.18% decrease in the remuneration of any ChiefFinancial Officer in the Financial Year 2020-21.

(iii) . There has been an increase of 0.57% in the median remunerationof employees in the Financial Year 2020-21.

(iv) . The total number of permanent employees on the rolls of theCompany during the Financial Year 2020-21was 04.

(v) . There has been 1.54% decrease in the average salaries ofemployees. The same cannot be compared with the percentile increase in the managerialremuneration since no remuneration is being paid to managerial personnel. The totalremuneration paid to employees for the Financial Year 2020-21 is Rs 3257272.00 /- ascompared to Rs. 1929888.00/- in the Financial Year 2019-20.

(vi) . The Company affirms that remuneration given is as per theremuneration policy of the Company.

The information as per Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith asAnnexure IV.

However as per the provisions of Section 136 of the Act the Reportand Accounts are being sent to all the members excluding the information on particulars ofemployees which is available for inspection by the members at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting.

30. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENTAND REMUNERATION) RULES 2014

No Directors/employees of the Company was in receipt of amountexceeding a salary of Rs. 850000/- per month or more when employed for a part of thefinancial year and Rs. 10200000/- per annum or more when employed for whole of the yearunder the provision of Rule 5 (2) & (3) of The Companies(Appointment AndRemuneration) Rules 2014 as amended from time to time.

31. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it hasbuilt an open transparent and meritocratic culture to nature this asset. The company haskept a sharp focus on Employee Engagement. The Company's Human Resources iscommensurate with the size nature and operation of the Company. It looks at theemployee's entire life cycle to ensure timely interventions and help build along-lasting and fruitful career.

32. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards inour business transactions. The SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandated the formulation of certain policies for all listed companies.All the policies are available on the website of the Company viz.http://www.bclenterprisesltd.in/ The Policies are reviewed periodically by the Board andupdated on the basis of need and new Compliance.

The Key Policies are as follows:

Name of the Policy Brief Description
Vigil Mechanism/Whistle Blower Policy This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behavior actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases.
Remuneration Policy The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors Key Managerial Personnel Senior Management and their remuneration.
Policy for determining materiality of event or Information The Objective of this policy is to outline the guidelines to be followed by the Company for consistent transparent and timely public disclosures of material information events/information and to ensure that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.
Policy of Preservation of Records This policy sets the Standards for classifying managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records.
KYC and AML Policies This policy is made to prevent criminal elements from using Company for money laundering activities and to enable the
Company to know/ understand its customers and their financial dealings better which in turn would help the Company to manage risks prudently.
Terms And Conditions for Appointment of Independent Director This has prescribed the code of conduct terms and conditions of appointment of the Independent Directors which are subject to the extant provisions of the applicable laws including the Companies Act 2013 ("2013 Act")and Clause 49 of the Listing Agreement (as amended from time to time).
Fair Practice Code This Code prescribes the guidelines to cover the general principles on adequate disclosures on the terms and conditions of a loan and adopting a non-coercive recovery method.
Policy For Determining Material Subsidiaries The Board has adopted a policy for determining material subsidiaries.
Insider Trading Prohibition Code Pursuant To SEBI(PIT) Regulations 2015 This Code has been formulated to regulate monitor and report trading by the Designated Persons to comply with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time. The Code is prescribed to ensure that the Designated Persons do not trade in the Securities of the Company when in possession of UPSI and to prevent any speculative dealings knowingly or unknowingly by the Designated Persons. The Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 incorporating "legitimate purpose" in connection with sharing of UPSI.
Policy On Related Party Transaction(S) In compliance with the Listing Regulations the Company has the policy for transactions with Related Parties (RPT Policy). During the year the Company has revised its Policy on dealing with Materiality of Related Party Transactions in accordance with the amendments to the applicable provisions of the Listing Regulations. The RPT Policy is available on the Company website.
Policy On Familiarization of Independent Directors This policy has been formulated to familiarize the independent directors with the Company the functions of the Company and specify their roles rights responsibilities in the Company nature of the industry in which the Company operates business model of the Company etc. through various Programs.
Policy on orderly succession for appointments to the Board and Senior Management In Compliance with the provisions of Regulation 17(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 this policy has been formulated to ensure the orderly identification and selection of new Directors or Senior Management in the event of any vacancy whether such vacancy exists by reason of an anticipated retirement an unanticipated departure the expansion of the size of the Company or otherwise.

33. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

The Board confirms that no complaints/ cases has been filed / pendingwith the Company under the Prevention of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the Financial Year 2020-21.Further an Internal Complaints Committee has been set up to redress complaints if anyreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

34. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to theCompany's for the FY 2020-21.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable as Company is not covered under thecriteria mentioned in Section 135(1) of the Companies Act 2013.

36. EMPLOYEE STOCK OPTIONS DETAILS

During the year under review the Company has no Employee's StockOptions schemes.

37. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Reportfor the year ended 31st March 2021 and is annexed as Annexure- V of this AnnualReport for the reference of the stakeholders.

38. INTERNAL AUDIT & CONTROL

The Company's internal control system is designed to ensureoperational efficiency protection and conservation of resources accuracy and promptnessin financial reporting and compliance with laws and regulations. The internal controlsystem is supported by an internal audit process for reviewing the adequacy and efficacyof the Company's internal controls including its systems and processes andcompliance with regulations and procedures.

Further pursuant to Section 138 of the Companies Act 2013 and theCompanies (Accounts) Rules 2014 M/s Ghanshyam Gupta & Co. Chartered Accountant isthe internal auditor of the Company who is performing all the duties as required toperform by the internal auditor under the Companies Act 2013.

39. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

In view of the nature of the activities carried out by the CompanySection 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. During the year under review the Company had no earnings and expenditure inforeign exchange.

40. ACKNOWLEDGEMENT AND APPRECIATION

Yours Directors would like to express their grateful appreciation forassistance and cooperation received from the Banks Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services of the Executivesstaff and workers of the Company at all levels.

.