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CCL International Ltd.

BSE: 531900 Sector: Others
NSE: N.A. ISIN Code: INE778E01031
BSE 00:00 | 03 Oct 17.80 0.30
(1.71%)
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NSE 05:30 | 01 Jan CCL International Ltd
OPEN 16.55
PREVIOUS CLOSE 17.50
VOLUME 164
52-Week high 33.35
52-Week low 13.60
P/E 59.33
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.55
CLOSE 17.50
VOLUME 164
52-Week high 33.35
52-Week low 13.60
P/E 59.33
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CCL International Ltd. (CCLINTERNATIONA) - Director Report

Company director report

To

The Members

CCL INTERNATIONAL LIMITED

Your Directors have the pleasure in presenting the 30th Annual Report togetherwith Audited Financial Statement of the Company for the Financial Year ended 31st March2021.

1. FINANCIAL RESULTS:

The Audited Financial performance of your Company for the year ended March 31 2021 issummarized below:

(Rs. In Lacs)

Particulars Standalone
Current Year 31.03.2021 Previous Year 31.03.2020
Revenue from operations 3043.74 2920.36
Profit for the year after meeting all expenses (before Depreciation Interest & Tax) 410.84 660.44
Less:
Interest 101.24 190.23
Depreciation & Amortization 261.85 251.41
Profit before share of Profit from Investment in Associates Companies 64.71 218.80
Share of Profit/Loss from Associates companies - -
Provisions
- Provision for Taxation 20.79 0.00
- Provision for Current year Deferred Tax Liability -3.82 5.07
Profit after Tax 47.74 213.73
Appropriations
- Profit Brought Forward from Previous Year 1352.27 1142.83
- Other Income-INDAS
- Adjustment for Share of Post acquisition accumulated 0.00 0.00
Profits/Reserves 0.00 0.00
- Income Tax for earlier year on profit of Partnership Firm 0.00 -4.29
Profit Carried to Balance Sheet 1400.00 1352.27

2. COVID-19 PANDEMIC:

In the last month of Financial Year 2021 the COVID-19 pandemic developed rapidly intoa global crisis forcing governments to enforce lock-downs of all economic activity. Forthe Company the focus immediately shifted to ensuring the health and well-being of allemployees and their families. So we provide work from home policy to all our employees ifrequired. This response has reinforced customer/creditor confidence in CCL and many ofthem have expressed their appreciation and gratitude for keeping their businesses runningunder most challenging conditions.

3. COMPANY PERFORMANCE:

On the financial basis the turnover for the Financial Year 2020-21 is Rs. 3008.38 Lacswas higher by_ 21.20% over last year (Rs. 2480.19 Lacs in Financial year 2019-20).However there is decrease in the net profitability of the company because the company hasearned capital gain on sale of investment in shares in last financial year.

Due to competitive pressure infrastructure development in India has been going througha very difficult phase over the last few years affecting the overall performance.Consequently players in the construction space especially those in business of Roadconstruction & building large infrastructure for the state and central governmentshad to face severe financial operational and regulatory challenges such as very tightliquidity conditions serious stress on cash flows as well as sundry issues brought up inthe ambit of environment and social displacement.

Our focus area continues to be the execution of civil engineering projects withspecialization on road & bridge. Further your Company had been successful in baggingvarious contracts for execution of Infrastructure Projects. Apart from above the Companyexpects substantial increase in the order book position.

Your Directors along with the entire management team is taking all possible action toensure that we are able to sustain our financial growth and business operationaldevelopments in spite of all adverse external conditions & competition.

4. BUSINESS OPERATIONS:

As you are already aware your company introduced a German Technology i.e.EvocreteST_ used in various regions in conducting its road construction activitiesand working with it from the past 9 years which has impact on the goodwill andprofitability of the company. Since using this technology the Company has bagged variousinfrastructure development projects (for construction of roads & highways) operationalin many parts of the country which are based on the same German Technology Evocrete! CCLhas brilliantly used its management skills and expanded its reach to different region ofthe country.

Product: "EvoCrete" is a unique formulation which provides formodification of soil making it appropriate for road construction. It is used for completesolidification of any soil type which has zero or negligible aggregates. Under thistechnology a mechanized recycler or as also called a soil stabilizer is used forintegrating an additive to the soil. Even a Ready Mix Cement plant tested & tried onmore than 5.0 Million Sq. Meters world over is being used as per road or pavement designleading to best in class ready to use traffic roads. In brief we can say that the GermanTechnology provides for a soil stabilization technique which binds the soil with adequatequantity of cement and water ensuing in development of solid concrete slab.

EvoCreteis the latest generation evolved soil & Concrete modifiers forinfrastructure industry are most trusted world over to bring speed strength & life.Remarkable Additives helps in cost & engineering designs. Technology i.e. specializedfor infra projects evolved to construct roads highways canals railways etc. at mostcost effective & efficient manner. We would also like to share the areas where we usethe material named EvoCrete. A list of which is shown on the following page

EVOCRETE - AREAS OF USES

Road and Motorway Construction

Harbor Premises and Wharfages

Cycle Paths Forest Paths and Agricultural Roads

Replacement of Depth Foundation

Railway Tracks

Rural or Village roads

Landfill Sites

Slope Reinforcements Grouting River Embankment Stabilization Biogas Plants

Tunnel and Sewage System Construction Logistics Centre

Parking Container Storage Points General Foundations Dam Enforcements

Access Routes for Oil Gas Steel and Wood Industries

During the year under review the company has successfully demonstrated strong valueaddition in the infrastructure sector. Further company is efficiently focusing oncompleting on-going construction works in an efficient manner and also started workingaggressively on procuring/participating various new and innovative technology-orientedprojects in the field of Infrastructure Segment.

To march on a higher growth route your Company is competing for more new projects indomestic country and further increase turnover from existing & executed Projects.Securing new projects assumes importance in the wake of better profit margins. YourCompany as a group offers the vast spectrum of infrastructure services in the areas ofConstruction of bridges Construction of roads and Construction of highways. During theyear under review the Company stepped in contracts with various other organizations likeBorder Road Organization National Highways Authority of India Government of Assam PWDDepartment Government of Meghalaya and for executing its ongoing projects which wouldsurely enhance the growth goodwill and public reputation of your company and would proveout to be more profitable in the coming months.

The Directors and the management placed on record the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support. Other factors which contributed for smoothperformance of company's operational activities can be noted to be better pricerealization richer product mix and effective & efficient work efforts.

5. MATERIAL CHANGES IN BUSINESS OPERATIONS:

There are no material changes occurred in between the financial year ended on 31stMarch 2021 and date of the report of the Company which affects the financial position ofthe Company.

6. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year endedon 31st March 2021.

7. TRANSFER TO RESERVE

During the year under review no amount has been transferred to General Reserve.

8. DIVIDEND

No amount is recommended as Dividend for the financial year 2020-21.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the company has transferred Rs. 129189.55/-(Rupees OneLac Twenty Nine Thousand One Hundred Eighty Nine and Fifty Five Paisa only) (Dividend forFinancial Year 2012-13) to Investor Education and Protection Fund.

10. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the company has transferred 71032 equity shares toInvestor Education and Protection Fund.

11. CAPITAL STRUCTURE

The Authorized share capital of the company stands is Rs 330000000/- (Rupees ThirtyThree Core only) divided into 33000000 (Three Crore Thirty Lacs) Equity Shares of Rs10/- each.

During the Financial year the Issued Subscribed and Paid up Share Capital of theCompany is Rs. 191926000/-(Rupees Nineteen Crore Nineteen Lacs Twenty Six Thousandonly) divided into 19192600 (One Crore Ninety One Lacs Ninety Two Thousand Six Hundred)Equity Shares of Rs 10/- each fully paid-up. During the financial year 2020-21 yourCompany has neither issued equity shares with differential rights as to dividends votingor otherwise nor has issued Sweat Equity shares. Your Company does not have any EmployeeStock Option Scheme or Employee Stock Purchase Scheme.

12. NUMBER OF MEETING OF BOARD OF DIRECTORS

Pursuant to Companies Act 2013 and the Rules framed there under 6 (Six) BoardMeetings were held in the financial year 2020-21. The details of the meeting are disclosedin the Corporate Governance Report forming part of this Annual Report.

13. COMPOSITION OF COMMITTEES AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI (LODR) Regulations 2015. The composition attendance powers androle of Audit committee is disclosed in the Corporate Governance Report. All therecommendations made by the Audit Committee were accepted by the Board.

The Audit Committee comprises directors namely Ms. Sonam Sharma (Chairman) Mr. ArvindSharma and Mr. Akash Gupta as other members. All the recommendations made by the AuditCommittee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors constituted a Nomination and Remuneration Committee comprisingthree NonExecutive Independent Directors namely Mr. Arvind Sharma (Chairman) Ms. SonamSharma and Mr. Sandeep Kumar Garg as other members. The function of the Nomination andRemuneration Committee include recommendation of appointment of Whole time Directors/Managing Director/ Joint Managing Director and recommendation to the Board of theirremuneration.

A Nomination and remuneration committee has been constituted under section 178 of theCompanies Act 2013 for formulization of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors constituted a Stakeholder Relationship Committee comprisingthree Non-Executive Independent Directors namely Mr. Sandeep Kumar Garg (Chairman) Ms.Sonam Sharma and Mr. Arvind Sharma as other members. The Stakeholder RelationshipCommittee inter alia oversees and reviews all matters connected with the investorservices in connection with applications received and shares allotted in the InitialPublic Offer status of refund amount conversion of partly paid shares into fully paidshares rematerialisation and dematerialisation of shares and transfer of shares of theCompany.

The committee oversees performance of the Registrar and Transfer Agent of the Companyand recommends measures for overall improvement in the quality of investor services.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statementsforming part of this Annual Report. However there are no Loans Guarantees and Investmentsare covered under the preview of section 186 of the Companies Act 2013.

15. DEPOSITS

Your Company has neither accepted nor renewed any fixed deposits from the public withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and as such no principal or interest was outstanding as on the dateof the Balance sheet.

16. ADEQUACY OF INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.

The Audit Committee constituted by the Board reviews the adequacy of Internal ControlSystem. The Internal Auditors' Report dealing with the internal control system isconsidered by the Audit Committee and appropriate actions are taken wherever deemednecessary.

17. RISK MANAGEMENT POLICY

The Company has in place the Risk Management Policy to identify and assess the key riskareas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control therisks.

18. INSURANCE

The Company's properties including building plant and machinery stocks stores etc.have been adequately insured against major risks like fire earthquake terrorism andburglary etc.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are as follows:

Conservation of Energy & Technology Absorption:

The Company does not have any manufacturing facility the other particulars required tobe provided in terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 are not applicable. Nevertheless during the periodthe Company continued its endeavor to conserve energy through various modes. Energyconservation continues to be a focus area for the Company. Energy conservation measuresare meticulously followed and conform to the highest standards.

Foreign Exchange Earnings and Outgo:.

Foreign Exchange Earnings and Outgo:

(Rs. In Cr.)

2020-21 2019-20
a) Foreign Exchange earnings 0.00 0.00
b) Foreign Exchange outgo 0.53 1.56

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES

During the year under review the Company does not have any subsidiary companies buthas a Partnership Firm which is engaged in the business of construction of roads andhighways. A statement containing salient features of the financial statements of theCompany's associates in Form AOC-1 is appended to this Report as Annexure B.

Sl. No. Name of Companies No. of Shares % of holding
1. KPM-CCL- JV - 50.00%

The partnership firm has engaged in the construction of Roads and Highways in the statein Uttarakhand.

21. CORPORA TE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions were not applicable on the company during the year under review.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. AkashGupta Director of the Company retire by rotation at the ensuing Annual General Meetingand being eligible have offered himself for re-appointment.

23. KEY MANAGERIAL PERSONNEL (KMP)

During the year under review the Company has following Key Managerial Personnel as perthe definition of Section 2(51) read with Section 203 of the Companies Act 2013.

S. No Name Designation(s)
1. Mrs. Rama Gupta Managing Director
2. Mr. Akash Gupta Executive Director cum Chief Financial Officer
4. Mr. Pradeep Kumar Company Secretary and Compliance officer

24. DECLARA TION B Y INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an independentDirector under provisions of Section 149 read with schedule IV of the Companies Act 2013.The Board confirms that the independent directors meet the criteria as laid down under theCompanies Act 2013.

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV of the Companies Act 2013 a separatemeeting of the independent director of the Company was held on 16th July 2020 to discussthe agenda items as prescribed under the applicable laws. The meeting was attended by allthe Independent Directors of the Company.

26. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

27. Significant and Material Orders

There are no significant and material order passed by the regulator or court ortribunal impacting the going concern status and its future operations of the company.

28. Vigil Mechanism Policy

The Company has established a "Vigil Mechanism" for its employees anddirectors enabling them to report any concerns of unethical behavior suspected fraud orviolation of the Company's code of conduct. To this effect the Board has adopted a"Whistle Blower Policy" which is overseen by the Audit Committee. The policyprovides safeguards against victimization of the whistle blower. Employees and otherstakeholders have direct access to the Chairman of the Audit Committee for lodging concernif any for review. The details of such policy are available on the website of theCompany.

During the Financial Year 2020-21 there were no complaints received under themechanism.

29. Risk Management

Details of development and implementation of Risk Management policy is mentioned inCorporate Governance Report.

30. Remuneration Policy

The Nomination and Remuneration ('NR') Committee of the Company has formulated a policyfor Director's KMP and other employees. They have also developed the criteria fordetermining qualifications positive attributes and independence of a Director andrecommend to the Board a policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees.

The detail has been mentioned in Corporate Governance Report forming Part of the AnnualReport. The said is available on website of the Company http:/www.evocreteindia.com. Otherdetails are given in Corporate Governance Report

31. Corporate Social Responsibility Committee

Since the Company does not fall within the ambit of the provisions of Section 135 ofthe Companies Act 2013 the provisions relating to CSR do not apply to the Company.

32. Performance Evaluation

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Nonexecutive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established etc which is in compliance with applicable laws regulations andguidelines.

The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairperson. The Chairman of the respective Board Committeesshared the report on evaluation with the respective Committee members. The performance ofeach Committee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.

The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Peer evaluation

In compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anevaluation of its own performance Committees and performance of individual Directorsduring the period under review. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governance practices participation in thelong-term strategic planning and the fulfillment of Directors' obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The evaluation involves Self-Evaluation by theBoard Members and subsequent assessment by the Board of Directors. The Board of Directorsexpressed their satisfaction with the evaluation process.

The details of the framework for performance evaluation of Independent DirectorsBoard Committees and other individual Directors are placed on the website of the companyat the link www.evocreteindia.com

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at thehttp://www.evocreteindia.com/PDF/Code-and-Policies/12.%20Familiarzation%20Programe.pdf

33. Company's Policy on Directors' appointment and remuneration

The Board of Directors has framed a policy which lays down a framework in relation toappointment and remuneration of Directors key managerial personnel and senior managementof the company. This policy also lays down criteria for selection and appointment of BoardMembers.

34. Reporting of Frauds

During the year under review there was no instance of fraud review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Companies Act 2013 and the rules made thereunder.

35. Human Resources

Employees are our vital and most valuable assets. We have created a favorable workenvironment that encourages innovation and meritocracy. It is important for us thatorganization culture and organization strategy are well aligned. Over a period we havedeveloped a strong culture of transparency through constant employee communication andhave developed strong performance management practices wherein best in class reward andrecognition systems are deployed. We have also set up a scalable recruitment and humanresources management process which enables us to attract and retain high caliberemployees. Our employee partnership ethos reflects the Company's longstanding businessprinciples and drives the Company's overall performance with the prime focus to identifyassess groom and build leadership potential for future.

36. Policy against Sexual and Workplace harassment

The Company believes in providing opportunity and key positions to women professionals.It has been the Endeavour of the Group to encourage women professionals by creating properpolicies to tackle issues relating to safe and proper working conditions for them andcreate and maintain a healthy and conducive work environment free of discrimination.

During the year under review there were no case filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

37. Related Party Transactions

Related Party Transaction that were entered into during the financial year was on arm'slength basis and was in the ordinary course of business which do not fall under the ambitof Section 188 of the Act.

As per the requirement under the Securities and Exchange Board of India (ListingObligations and Disclosure

Requirements) Regulations 2015 ("SEBI Regulations") approval of the AuditCommittee was received for all the Related Party Transactions. As per the Regulation 23(8)of the SEBI Regulations the Company has sought approval of shareholders for passingnecessary resolutions in accordance with the policy of your company Materiality of RelatedParty Transactions. This policy is available on the website of the Company.

Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-Cin Form AOC-2 and the same forms part of this report.

38. Managerial Remuneration and Particulars of Employees

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197 (12) of the Companies Act 2013 read with the Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure-D to the Board's Report.

During the year under report none of the employees was in receipt of remuneration inexcess of the limits prescribed under section 197 of the Companies Act 2013 read withRule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 including any amendment thereto.

39. Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure-E tothis Report.

40. Auditors and Auditors' Report

M/s. KPMC & Associates Chartered Accountants (Firm Registration No. 005359C)who were appointed as Statutory Auditors of the Company for a term of Five years from theconclusion of the Annual General Meeting held in the year 2019 till the conclusion of theAnnual General Meeting to be held in the year 2024 conducted the Statutory Audit for theFY- 2019-20. The Independent Auditors' Report(s) to the Members of the Company in respectof the Standalone Financial Statements for the Financial Year ended March 31 2021 formpart of this Annual Report and do not contain any qualification(s) or adverseobservations.

41. Cost Auditors

In accordance with Section 148 and other applicable provisions if any of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 the Audit Committeehas recommended and the Board of Directors had appointed M/s. Shivam Kansal & Co.Cost Accountants Ghaziabad being eligible and having sought re-appointment as CostAuditors of the Company to conduct Audit of cost records of the Company relating to WorkContact for the financial year 2021-22. In terms of the provisions of Section 148(3) ofthe Companies Act 2013 read with Rule 14(a) (ii) of the Companies (Audit and Auditors)Rules 2014 the remuneration of the Cost Auditors has to be ratified by the members.Accordingly necessary resolution is proposed at the ensuing AGM for ratification of theremuneration payable to the Cost Auditors for FY-202122.

42. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas re-appointed Ms. Richa Gulati Practicing Company Secretary to conduct the SecretarialAudit of your Company for the financial year 202021. The Secretarial Audit Report isannexed herewith as Annexure-F & Annexure-G to this Report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.

43. Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee havere-appointed M/s. Vidya & Co. Chartered Accountants Delhi as the Internal Auditorsof your Company and their reports are reviewed by the Audit Committee from time to time.

44. Compliance with Secretarial Standards

During the year under review the Company has complied with the secretarial standardsissued by the institute of Company Secretaries of India.

45. Listing with Stock Exchange

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange). TheStock Exchange has nationwide terminals and therefore shareholders/investors are notfacing any difficulty in trading the shares of the Company from any part of the Country.The Company has paid annual listing fees for the financial year 2020-21 to the BSE Ltd andannual custody fees to National Securities Depository Limited and Central DepositoryServices (India) Limited.

46. Corporate Governance

Your Company's Corporate Governance philosophy esteems from the belief that CorporateGovernance is a key element in improving efficiency transparency accountability andgrowth as well as enhancing investor's confidence.

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations2015 forms an integral part of this report and the requisite Certificate duly signedconfirming compliance with the conditions of Corporate Governance is attached to thereport.

47. Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a detailed analysis of the Company'sperformance is discussed in the Management Discussion and Analysis Report annexed to thisreport and forms part of this Report.

48. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

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 judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

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 internal financial controls are adequate and were operatingeffectively; and

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.

49. General Disclosures

The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Issue of Shares with Differential Rights

The Company has not issued any Shares with differential rights during the year underreview.

e) Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f) Issue of Shares through Private Placement

Nil

g) Issue of Equity Shares without Differential Voting Rights

Nil

Further the Company is compliant of the Secretarial Standards issued by the ICSI fromtime to time.

50. Acknowledgements

Your directors take this opportunity to offer their sincere thanks and gratitude to:

1. The bankers of the company as well as other Financial Institutions for the financialfacilities and support.

2. Business associates vendors/contractors shareholders employees and esteemedclients for their unstinted support and assistance.

The Board also takes this opportunity to express their sincere appreciation of theefforts put in by the employees at all levels for achieving the results and hopes thatthey would continue their sincere and dedicated endeavors towards achieving better workingresults during the current year.

By Order of the Board of Director
Sd/-
(Rama Gupta)
Place : Delhi Chairman and Managing Director
Dated : 31.08.2021 [DIN 00080613]

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