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Diggi Multitrade Ltd.

BSE: 540811 Sector: Infrastructure
NSE: N.A. ISIN Code: INE158R01012
BSE 00:00 | 18 Nov Diggi Multitrade Ltd
NSE 05:30 | 01 Jan Diggi Multitrade Ltd
OPEN 10.90
PREVIOUS CLOSE 10.90
VOLUME 10000
52-Week high 14.00
52-Week low 7.94
P/E 218.00
Mkt Cap.(Rs cr) 11
Buy Price 9.08
Buy Qty 10000.00
Sell Price 10.95
Sell Qty 10000.00
OPEN 10.90
CLOSE 10.90
VOLUME 10000
52-Week high 14.00
52-Week low 7.94
P/E 218.00
Mkt Cap.(Rs cr) 11
Buy Price 9.08
Buy Qty 10000.00
Sell Price 10.95
Sell Qty 10000.00

Diggi Multitrade Ltd. (DIGGIMULTITRADE) - Director Report

Company director report

To

The Members

Diggi Multitrade Limited Mumbai

Your Directors have pleasure in presenting their 9th Annual Report of theCompany together with the Audited Statements of Accounts for the financial year ended 31stMarch 2019:

1. FINANCIAL SUMMARY

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

The Board's Report is prepared based on the stand alone financial statements of thecompany.

Amount in Rs.
Particulars For the year ended 31st March 2019 For the year ended 31st March 2018
Income from Operations 17758098 47826094
Other Income 960667 1290968
TOTAL INCOME 18718765 49117062
Profit and (Loss) before Depreciation and Tax 643433 560935
Less: Depreciation 1507 2892
PROFIT BEFORE TAX 641926 558043
Less: Provision for Tax
- Current Tax 170000 349160
- Deferred Tax (2834) 211547
- Excess provision of earlier year written back - (208375)
- Adjustment of MAT
PROFIT AND (LOSS) AFTER TAX 474760 205711
Transferred to General Reserve
Surplus in the Statement of P & L Account 474760 205711

2. RESULT HIGHLIGHTS

• The company continues to be engaged in the business of trading of real estateproperties and building materials in Mumbai and there has not been substantial change inthe nature of business of your Company.

• Revenue from operations for the year under reference has shown a decrease ofaround 63 % Visa-vis the preceding financial year.

• The bottom line has also shown considerable improvement. Profit for the year(before tax) has shown Rs. 641926/- as compared to profit last year of Rs. 558043/-.Further there are no significant and material events impacting the going concern statusand Company's operations in future.

3. DIVIDEND

Your Directors are constrained not to recommend any dividend for the year under report.

4. TRANSFER TO RESERVE

Your Directors find it prudent not to transfer any amount to general reserve.

5. CHANGE IN SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March 2019 is96775000 divided into 9677500 shares of Rs. 10/- each. During the year company hasnot raised new capital Hence there is no change in the share capital of the companyduring the year.

6. MAJOR EVENTS DURING THE F.Y. 2018-19

There was no major event in the company during the financial year to disclose hereexcept the change in KMP if any which is disclose in the point no. 8 along with thedetails of present Board and KMP.

7. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT- 9 of the Companies (Management and Administration)Rules 2014 is appended as ANNEXURE I to this Report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act 2013. TheBoard at present comprises of:

Sr. No. Name Designation
1. Anilkumar Pannalal Patni Managing Director
2. Varun Dhandh Exe. Director cum CFO(KMP)
3. Satyaprakash Harinath Singh Independent Director
4. Jitendrakumar Hardeo Sharma Independent Director
5. Priya Dilipbhai Shah Independent Director
6. Prakhar Singh Taunk* Company Secretary and Compliance Officer (Appointed w.e.f. 14th November 2018)
7. Alok Kumar Mishra** Company Secretary and Compliance Officer (till 11th October 2018)

* Prakhar Singh Taunk Appointed as Company Secretary and Compliance Officer of theCompany with effect from 14th November 2018.

**Previous Company Secretary Mr. Alok Kumar Mishra resigned from the post of CompanySecretary cum Compliance Officer of the Company with effect from 11th October2018.

There is no change in Directors of the Company and in KMP Mr. Alok Kumar Mishraresigned from the post of Company Secretary cum Compliance Officer of the Company witheffect from 11th October 2018 and Prakhar Singh Taunk Appointed as CompanySecretary and Compliance Officer of the Company with effect from 14th November2018.

9. NUMBER OF BOARD MEETINGS

During the year under reference 5 (Five) Board meetings were dated 30/05/201830/08/2018 11/10/2018 14/11/2018 14/02/2019 and properly convened & held.

10. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The Company has devised a questionnaire toevaluate the performances of each of Executive and Independent Directors. Such questionsare prepared considering the business of the Company and the expectations that the Boardhave from each of the Directors. The evaluation framework for assessing the performance ofDirectors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

11. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

11. REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details of this Policy are given in ANNEXURE II tothis Report.

12. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board as follows:

I. Audit Committee

II. Stakeholders' Relationship Committee

III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE:

Committee Constitution is as follows:

Name of the Director Designation Nature of Directorship
1. Satyaprakash Singh Chairman Independent Director
2. Jitendra Sharma Member Independent Director
3. Varun Dhandh Member Executive Director

Company Secretary and Compliance Officer of our Company would act as the Secretary tothe Audit Committee.

Note:

1. Prakhar Singh Taunk Appointed as Company Secretary and Compliance Officer of theCompany with effect from 14th November 2018.

2. Previous Company Secretary Mr. Alok Kumar Mishra resigned from the post of CompanySecretary cum Compliance Officer of the Company with effect from 11th October 2018.

Terms & Scope of Work of Committee:

1. Oversight of the Issuer's financial reporting process and disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment replacementremuneration and terms of appointment of the statutory auditors and fixation of audit fee;

3. Approval of payments to the statutory auditors for any other services rendered bystatutory auditors;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:

a. Matters required to be stated in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of Section 134 ofthe Companies Act 2013;

b. Changes if any in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement;

d. Significant adjustments made in the financial statements arising out of auditfindings;

e. Compliance with listing and other legal requirements relating to financialstatements;

f. Disclosure of any related party transactions; and

g. Qualifications and Modified opinions in the draft audit report.

5. Reviewing with the management the half yearly financial statements beforesubmission to the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoringthe utilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

8. Approval or any subsequent modification of transactions of the company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management the performance of statutory and internal auditorsand adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

17. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate; and

18. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

The powers off Audit Committee:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise if it considers necessaryThe audit committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

c) Management letters/letters of internal control weaknesses issued by the statutoryauditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.

The quorum of Audit Committee shall be either 3 members or one third of the members ofthe Audit Committee whichever is greater with at least 2 Independent Directors.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Committee Constitution is as follows:

Name of the Director Designation Nature of Directorship
Jitendra Sharma Chairman Independent Director
Satyaprakash Singh Member Independent Director
Priya Shah Member Independent Director

Terms & Scope of Work of Committee:

Company Secretary and Compliance Officer of our Company would act as the Secretary tothe Audit Committee.

Note:

1. Prakhar Singh Taunk Appointed as Company Secretary and Compliance Officer of theCompany with effect from 14th November 2018.

2. Previous Company Secretary Mr. Alok Kumar Mishra resigned from the post of CompanySecretary cum Compliance Officer of the Company with effect from 11th October 2018.

The terms of reference of the Stakeholder's Relationship Committee include thefollowing:

1. Considering and resolving grievances of shareholder's debenture holders and othersecurity holders;

2. Redressal of grievances of the security holders of our Company including complaintsin respect of transfer of shares non-receipt of declared dividends balance sheets of ourCompany etc.;

3. Allotment of Equity Shares approval of transfer or transmission of Equity Sharesdebentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewaletc.;

5. Overseeing requests for dematerialization and rematerialization of Equity Shares;and

6. Carrying out any other function contained in the Equity Listing Agreement as andwhen amended from time to time.

III.NOMINATION AND REMUNERATION COMMITTEE:

Committee Constitution is as follows;

Name of the Director Designation Nature of Directorship
Priya Shah Chairman Independent Director
Anil Kumar Patni Member Managing Director
Varun Dhandh Member Executive Director

Terms & Scope of Work of Committee:

Company Secretary and Compliance Officer of our Company would act as the Secretary tothe Audit Committee.

Note:

1. Prakhar Singh Taunk Appointed as Company Secretary and Compliance Officer of theCompany with effect from 14th November 2018.

2. Previous Company Secretary Mr. Alok Kumar Mishra resigned from the post of CompanySecretary cum Compliance Officer of the Company with effect from 11th October 2018.

The terms of reference of the Nomination and Remuneration Committee are:

1. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to our Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;

5. Considering and recommending grant if employees stock option if any andadministration and superintendence of the same; and

6. Carrying out any other function contained in the Equity Listing Agreement as andwhen amended from time to time.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for IndependentDirectors of the Company.

Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.

The Company has organized the following workshops for the benefit of Directors andIndependent Directors:

(a) a program on how to review verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act 2013; and

(d) SEBI Insider Trading Regulation 2015.

Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration ofIndependence as required under Section 149(7) of the Companies Act 2013 confirming thatthey meet the criteria of independence under Section 149(6) of the Companies Act 2013.

15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure II to thisReport.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act on the basis ofinformation placed before them the Directors state that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. appropriate accounting policies have been selected and applied consistently andthe judgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2019 and of the Loss of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

18. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulation entered into with BSE Ltd. ManagementDiscussion and Analysis Report is presented in the separate section and forms an integralpart of the Directors' Report.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans given Investments made and guarantees given and securitiesprovided under the Section 186 of the Companies Act 2013 have been provided in the notesto the Financial Statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) of the CompaniesAct in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosuresof transactions with the related parties is set out in Notes to Accounts forming part ofthe financial statement.

22. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of theenergy and technology absorption in accordance with Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014. Since the company is not engagein any manufacturing activity issues relating to technology absorption are not quiterelevant to its functioning.

During the year under consideration the Company has spent/incurred foreign exchangeequivalent to Rs. Nil. There is no foreign exchange earnings during the year.

23. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

Although market conditions are likely to remain competitive future success willdepend upon offering improved products through technology innovation and productivity. TheCompany continues to invest in these areas.

The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed or implemented any CSR initiatives. The provisionscontained in section 135 of the Companies Act 2013 as well as the Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to your Company for the yearunder reference.

25. CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of theCompany.

26. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary Joint Venture Associate Company or LLPsduring the year under review.

27. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

28. DETAILS RELATING TO DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTSUNDER CHAPTER V OF THE COMPANIES ACT 2013

During the year under review your Company has not accepted Deposits which are not incompliance with the requirements under Chapter V of Companies Act 2013.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

30. INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size scaleand complexity of its operations. The Audit Committee has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. The AuditCommittee has a process for timely check for compliance with the operating systemsaccounting procedures and policies. Major risks identified by the businesses and functionsare systematically addressed through mitigating action on continuing basis.

31. AUDITORS & REPORT OF THE AUDITORS

The Statutory Auditors M/s. V. Singhi & Associates Chartered Accountants (FRN:311017E) Mumbai were appointed as the Statutory Auditors of the Company in the 4thAnnual General Meeting held till conclusion of the 9th Annual General Meetingand being eligible offer themselves for Re-appointment.

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. V. Singhi & Associates Chartered Accountants (FRN: 311017E) Statutory Auditorsin their Report on the accounts of the Company for the year under reference. Theobservations made by them in their Report are self-explanatory and do not call for anyfurther clarifications from the Board.

32. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. Nitesh Chaudhary PracticingCompany Secretaries; to conduct the Secretarial Audit and his Report on Company'sSecretarial Audit Report is appended to this Report as ANNEXURE III. There are noqualifications reservations or adverse remarks or disclaimers made by M/s. NiteshChaudhary Practicing Company Secretaries in their secretarial audit report except whathave been specifically mentioned the Report which is self-explanatory.

There are no qualifications reservations or adverse remarks or disclaimers made bySecretarial Auditors.

33. COST AUDITORS

The Board of Directors of the Company here confirmed that according to the Companiesworking and business the company does not required to appoint the Cost Auditor as per theSection 148 of the Companies Act 2013.

34. INTERNAL AUDITORS

The Company has appointed to M/S S. Somani & Associates Chartered Accountants asInternal Auditor of the company for the financial year 2018-19 to 2020-21.

35. WHISTLE BLOWER POLICY/ VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177of the Companies Act 2013. This policy establishes a vigil mechanism for directors andemployees to report their genuine concerns actual or suspected fraud or violation of theCompany's code of conduct. The said mechanism also provides for adequate safeguardsagainst victimisation of the persons who use such mechanism and makes provision for directaccess to the chairperson of the Audit Committee. We confirm that during the financialyear 2018-19 no employee of the Company was denied access to the Audit Committee. Thesaid Whistle Blower Policy is available on the website of the Company atwww.diggimultitrade.com.

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.diggimultitrade.com..

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation and intimidation.Accordingly the Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redresscomplaints received regarding sexual harassment. All employees (Permanent Contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

37. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as ANNEXURE IV to thisReport. There were no such employees of the Company for which the information required tobe disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules.

38. Corporate governance:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly thecompany has been adhering to the directions and guideline as required and if applicableon the companies size and type (as per the Regulations and rules the Corporate Governanceis not applicable on SME Listed Companies).

39. MEETING OF INDEPENDENT DIRECTORS:

The Independent Director of the company held their meeting on 14/02/2019 review theperformance of Non- independent Director and the Board as a whole including theChairperson of the Company.

40. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2018-19.

41. 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.

All Board of Directors and the designated employees have confirmed compliance with theCode.

42. CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen appended to this report.

43. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of 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 as under.

The disclosures as specified under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The percentage increase in remunerationof each Director Chief Financial Officer and Company Secretary during the financial year2018-2019 ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-2019 and the comparison ofremuneration of each Key Managerial Personnel (KMP) against the performance of the Companyare as under:

44. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to theState Governments Government agencies Banks & Financial Institutions customersshareholders vendors and other related organizations who through their continued supportand co-operation have helped as partners in your Company's progress. Your Directors alsoacknowledge the hard work dedication and commitment of the employees.

For and on behalf of the Board of Directors

Sd/- Sd/-
Place: Mumbai Anilkumar Pannalal Patni Varun Dhandh
Date: 28/08/2019 DIN: 06597013 DIN: 06870407
Managing Director Director & CFO