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DJ Mediaprint & Logistics Ltd.

BSE: 543193 Sector: Services
NSE: N.A. ISIN Code: INE0B1K01014
BSE 00:00 | 07 May 49.00 -1.00
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NSE 05:30 | 01 Jan DJ Mediaprint & Logistics Ltd
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P/E 18.92
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OPEN 49.00
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VOLUME 3000
52-Week high 68.85
52-Week low 31.70
P/E 18.92
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
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DJ Mediaprint & Logistics Ltd. (DJMEDIAPRINT) - Director Report

Company director report

To

The Members

DJ Mediaprint & Logistics Limited

The Board of Directors has pleasure in presenting herewith their 11th AnnualReport together with the Audited Accounts of your Company for the year ended 31stMarch 2020.

I. FINANCIAL PERFORMANCE

a) Standalone Financial Results

(INR. in lakhs)

Particulars For the For the

Year ended Year ended 31.03.2020 31.03.2019

Revenue from 2118.17 2046.08
Operations Other Income 14.15 21.23
Gross Income 2132.33 2067.31
Total Expenses 1981.28 1931.44
Net Profit before Tax Tax expenses 151.05 135.86
- Current Tax 42.02 37.80
- Deferred Tax (4.52) (3.28)
- Income Tax 4.43 --
Related to Earlier Year
Net Profit/(Loss) After Tax 109.12 101.35
Earnings Per Share
-Basic (in Rs.) 3.62 20.18
-Basic (in Rs.) Last

--

3.36
Year Restated -Diluted (in Rs.) 3.62 20.18
-Diluted (in Rs.) Last Year Restated -- 3.36

b) Overview of Performance

During the Financial Year under review the Company recorded a total revenue Rs.2118.17 lakhs as against Rs.

2046.08 lakhs in the corresponding previous financial year. EBITDA grew from Rs. 247.47lakhs in the previous year to Rs. 298.98 lakhs in year under review. Net profit (beforetax) grew at phenomenal growth rate of 11.18% i.e. from Rs. 135.86 lakhs in the previousyear to Rs. 151.05 lakhs in the year under review. Net profit (after tax) marked a growthrate of 7.66 % i.e. from Rs. 101.35 lakhs to Rs.109.12 lakhs.

The Board of Directors commend the strong growth in the operations of the Company. TheCompany operates in the multiple segments mainly comprising of Printing Mailing Logisticsand Record Management Newspaper Advertisement.

Total debt of the Company as at 31st March 2020 stood at Rs.5.10 croresvis-a-vis from Rs. 5.31 crores in March 2019.

The Company will look forward to augment the long term funds for expanding anddiversifying the business in due course.

c) Transfer To Reserves:

The Company proposes to transfer Rs.1091159 /- (Rupees Ten Lakhs Ninty One ThousandOne Hundred and Fifty Nine only) to the General Reserve Account during the financial yearended 31st March 2020.

d) Cash Flow Statement:

The Cash Flow statement for the year 2019-2020 is attached to the Balance Sheet.

e) Subsidiaries and Associate Companies

The Company does not have any subsidiary or joint venture or Associate Company.

f) Restatement of Financial Statement of The Company

As the Company has listed its shares on the SME Exchange of BSE Limited. TheRegulations of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018mandates information to be provided in Offer document as per restated audited financialstatements for past three years and stub period along with Auditor's qualifications on thesame if any.

Therefore the Financials for the Financial Years 16-17 1718 18-19 and for the stubperiod 1st April 2019 to 31st December 2020 were Restated.

The Restated Financials were also approved by the Board in their meeting held on 18thFebruary 2020.

g) Alteration in the Memorandum of Association of the Company

At the Extraordinary General Meeting held on 04th January 2020 theCompany's Main Object Clause was altered to enlarge the area of operations of the Companyto reflect the other activities and to augment the growth of the Company. Further also tokeep in line with the Companies Act 2013 and Rules made there under and to remove someredundant provisions and clauses in the Memorandum of Association of the Company.

h) Adoption of New Set of Articles of Association of the Company

At the Extraordinary General Meeting held on 04th January 2020 theapproval of Members was accorded to adopt a new set of Articles of Association in place ofexisting Articles of Association of the Company.

i) Share Capital

Increase in the Authorised Share Capital

At the Extraordinary General Meeting held on 04th January 2020 theCompany's Authorised Capital was increased from Rs. 10000000/- (Rupees One Crore Only)divided into

10.00. 000 (Ten Lakhs) Equity shares of Rs.10/- each to Rs.

10.00. 00.000 (Rupees Ten Crores) divided into 10000000 (One Crore) Equity shares ofRs.10/- each by creation of

90.00. 000 (Ninety Lakhs) additional Equity shares of Rs. 10/- each.

Issue and allotment of Bonus Shares:

At the Extraordinary General Meeting held on 04th January 2020 the Companyissued 2511600 (Twenty Five Lakhs Eleven Thousand Six Hundred ) equity shares as bonusshares in the ratio of 5:1 (i.e. Five fully paid equity shares for every One full paidequity shares already held) and the said bonus shares were allotted in the meeting of theBoard of Directors held on 18th February 2020.

Issued Subscribed & Paid Up Capital

The Issued Subscribed and Paid Up Capital of the Company increased from 5023200(RupeesFifty Lakhs Twenty Three Thousand Two Hundred) to 30139200 (Rupees Three Crores OneLakh Thirty Nine Thousand Two Hundred) consequent to the issue of 2511600 (Twenty FiveLakhs Eleven Thousand Six Hundred) Bonus shares during the year under review.

Equity Shares with Differential Rights

The Company has not issued any equity shares with differential voting rights.

j) Dividend

The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any dividend for theyear under review.

k) Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly complied with.

l) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

a) Conservation of Energy

We continue to strengthen our energy conservation efforts. We are always in lookout forenergy efficient measures for operation and value conservation of energy through usage oflatest technologies for quality of services. Although the equipments used by the Companyare not energy sensitive by their very nature still the Company is making best possibleefforts for conservation of energy which assures that the computers and all otherequipments purchased by the Company are strictly adhere to environmental standards andthey make optimum utilization of energy.

b) Research and Development (R&D)

The nature of the business operations of the Company does not involve any research anddevelopment.

c) Technology absorption adaptation and innovation

In this era of competition in order to maintain and increase the clients andcustomers we need to provide best quality services to our clients and customers atminimum cost which is not possible without innovation and adapting to the latesttechnology available in the market for providing the services.

d) Foreign Exchange Earnings and Outgo:

Amount (Rs. In lakhs)

Total Foreign Exchange Inflow NIL
Total Foreign Exchange outflow NIL

II. DIRECTORS

a. Appointment/Re- appointment

Managing Director & Whole - time Directors -

The Changes in the composition of the Board of Directors and Key Managerial Personnelthat took place during the year under review were carried out in compliance with theprovisions of the Act and Listing Regulations.

The Board re- appointed Mr. Dinesh Kotian (DIN - 01919855) as Chairman and ManagingDirector of the Company at the Board Meeting held on 29th May 2019.

Mr. Deepak Bhojane (DIN - 02585388) and Mr. Deepak Salvi (DIN - 02588250) were re-appointed as the Whole - time Directors of the Company at the Board Meeting held 29thMay 2019.

Their Remuneration was approved by the Members at the Exta-ordinary Genaral Meeting ofthe Company held on 31st May 2019.

Retires by rotation

In accordance with the applicable provisions of the Companies Act 2013 (‘theAct') and the Articles of Association of the Company Mr Devadas Alva (DIN: 06902537)NonExecutive Director retires by rotation at the ensuing Annual General Meeting(‘AGM') and being eligible offers himself for re-appointment.

Your Directors recommend the re-appointment of Mr. Devadas Alva (DIN: 06902537) as aNon-Executive Director of the Company.

Directors

Mr. Dwarka Prasad Gattani (DIN: 06865570) was appointed as Additional Non- ExecutiveDirector of the Company at the Board Meeting held on 29th November 2019.

Mr. Purushottam Mahadeo Dalvi (DIN:08648037) was appointed as Additional IndependentDirector of the Company at the Board Meeting held on 29th November 2019.

Mr. Navinchandra Rama Sanil (DIN: 08648083) was appointed as Additional IndependentDirector of the Company at the Board Meeting held on 29th November 2019.

Ms. Deeksha Devadiga (DIN: 08652925) was appointed as Additional Independent Directorof the Company at the Board Meeting held on 29th November 2019.

Declaration given by the Independent Directors

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 hereinafter referred to as ‘Listing Regulations'. Inthe opinion of the Board they fulfil the conditions of independence as specified in theAct and the Listing Regulations and are independent of the management. Further theIndependent Directors have complied with the Code for Independent Directors prescribed inSchedule IV to the Act.

Nomination and Remuneration Policy

The Remuneration Policy recommended by Nomination and Remuneration Committee has beenaccepted by the Board of Directors. This policy is applicable to all Directors KeyManagerial Personnel (KMP) Senior Management team and other employees of the Company andis also available on the Company's website www.djcorp.in.

Directors' Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained /received from the operating Management your Directors make the following statement andconfirm that

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 and loss of the company for that period;

c. the directors had 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 had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by theCompany and that such internal

financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

III. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the Company has not developed the policy on CorporateSocial Responsibility as the Company does not fall under the prescribed classes ofCompanies mentioned under section 135(1) of the Companies Act 2013.

IV. EMPLOYEES

Pursuant to Section 203 of the Act the Key Managerial Personnel of the Company are Mr.Dinesh Kotian Managing Director Mr. Deepak Bhojane Whole - time Director Mr. DeepakSalvi Whole - time Director Mr. Dhanraj Kunder Chief Financial Officer and Ms. KhushbooMahesh Lalji Company Secretary

During the year Mr. Dhanraj Dayanand Kunder was appointed as Chief Financial Officerof the Company at the Board Meeting held on 01st July 2019.

b) Particulars of Employees

As the Company's securities were listed on SME Exchange of BSE Limited w.e.f 13thApril 2020. The information as per Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company for the financial year 2019-2020.

c) Disclosure on Sexual Harassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Company has not received anycomplaint on sexual harassment in FY 2019-20.

V. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion & Analysis forms part of the Annual Report.

VI. GOVERNANCE/SECRETARIAL

a) Corporate Governance Report

Since the Company has listed its securities on SME platform of BSE Limited during theyear under review the provisions of Corporate Governance as specined in regulations 17 to27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable to the Company for the financial yearended 31st March 2020.

b) Business Responsibility Report

Since the Company has listed its securities on SME platform BSE Limited during the yearunder review the provisions of

Business Responsibility Report as specified in Regulation 34(2)(f) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is not applicable to the Company for the financial year ended 31st March 2020.

c) Extract of Annual Return

The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 (subject to amendment andre-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with thisReport in Annexure I and is a part of this Report. The same is as on 31stMarch 2020 the same is posted on the website of the Company www. djcorp.in.

d) Board Meetings

The Board of Directors (herein after called as "the Board") met for Ninetimes during the Year under review:

Sr. No. Date of Meetings Venue of the meeting Directors present

Directors to whom Leave of absence was granted

1 29.05.2019 24 1st Floor Palkhiwala House Mr. Dinesh Kotian

None

Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
2 01.07.2019 24 1st Floor Palkhiwala House Mr. Dinesh Kotian

None

Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
3 07.09.2019 24 1st Floor Palkhiwala House Mr. Dinesh Kotian

None

Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
4 29.11.2019 24 1st Floor Palkhiwala House Mr. Dinesh Kotian

None

Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
5 20.12.2019 24 1st Floor Palkhiwala House Mr. Dinesh Kotian

None

Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Mr. Purushottam Mahadeo Dalvi
Ms. Deeksha Devadiga
6 30.12.2019 24 1st Floor Palkhiwala House Mr. Dinesh Kotian

None

Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Mr. Purushottam Mahadeo Dalvi
Ms. Deeksha Devadiga
7 18.02.2020 24 1st Floor Palkhiwala House Mr. Dinesh Kotian

None

Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Mr. Purushottam Mahadeo Dalvi
Ms. Deeksha Devadiga
8 06.03.2020 24 1st Floor Palkhiwala House Mr. Dinesh Kotian None
Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mumbai - 400002 Mr. Deepak Salvi
Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Mr. Purushottam Mahadeo Dalvi
Ms. Deeksha Devadiga
9 18.03.2020 24 1st Floor Palkhiwala House Mr. Dinesh Kotian None
Tara Manzil 01st Dhobhi Talao Mr. Deepak Bhojane
Lane Mr. Deepak Salvi
Mumbai - 400002 Mr. Devadas Alva
Mr. Dwarka Gattani
Mr. Navinchandra Rama Sanil
Mr. Purushottam Mahadeo Dalvi
Ms. Deeksha Devadiga

*Mr. Dwarka Prasad Gattani Mr. Navinchandra Rama Sanil Mr Purushottam Mahadeo Dalvi& Ms. Deeksha Devadiga have been appointed w.e.f from 29th November 2019.

e) Committees of Board:

During the year under review your Directors have constituted wherever required thefollowing committees of the Board in accordance with the requirements of the CompaniesAct 2013. The composition terms of reference and other details of all the Board levelcommittees have been elaborated in the report.

a. Audit Committee

The Committee was constituted on 30th December 2019 and it consists of 2(two) Non-Executive Independent Directors and 1 (one) Executive Director. The Chairman ofthe Committee is an Independent Director The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Ms. Deeksha Devadiga Chairman
2 Mr. Navinchandra Rama Sanil Member
3 Mr. Dinesh Muddu Kotian Member

Terms of Reference

The brief terms of reference of Audit Committee are as under -

I. Overseeing the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

II. Examination of the financial statement and the auditors' report thereon

III. Recommending to the Board the appointment reappointment and if required thereplacement or removal of the auditor and the fixation of audit fees;

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

V. Approving initial or any subsequent modification of transactions of the company withrelated parties;

VI. Scrutinizing inter-corporate loans and investments

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

VIII. Monitoring the end use of funds raised through public offers and related matters

IX. Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

X. 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;

XI. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification amendment or modification as may beapplicable.

XII. To perform such other functions as may be necessary or appropriate for theperformance of its duties.

b. Nomination and Remuneration Committee:

The Committee was constituted on 30th December 2019 and it consists of 3(three) non-executive Directors out of which two are Independent Directors. The Chairmanof the Committee is an Independent Director. The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Mr. Navinchandra Rama Sanil Chairman
2 Mr. Devadas Alva Member
3 Ms. Deeksha Devadiga Member

Terms of Reference-

The brief terms of reference of this committee are as under -

I. Identify persons who are qualified to become Directors and may be appointed insenior management in accordance with the Criteria laid down recommend to the Board theirappointment and removal and shall specify the manner for effective evaluation ofperformance of Board its committees and individual Directors to be carried out either bythe Board by the Nomination and Remuneration Committee or by an independent externalagency and review its implementation and compliance.

II. Formulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for Directors KMPs and other employees.

III. Formulation of criteria for evaluation of performance of independent Directors andour Board;

IV. Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent Directors.

V. Determine our Company's policy on specific remuneration package for the ManagingDirector / Executive Director including pension rights.

VI. Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors.

VII. Review and suggest revision of the total remuneration package of the ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc.

VIII. To carry out any other function as is mandated by the Board from time to timeand/ or enforced by any statutory notification amendment or modification as may beapplicable.

IX. To perform such other functions as may be necessary or appropriate for theperformance of its duties.

Familiarization Program

Your Company has been familiarizing the Independent Directors on its Board withdetailed presentations by its business functional heads on the Company operationsstrategic business plans new products and technologies including significant aspects ofthe Industry and its future outlook.

c. Stakeholders' Relationship Committee:

The Committee was constituted on 30th December 2019 and it consists of 3(three) Directors out of which 2 (two) nonexecutive Directors of which one is IndependentDirector. And 1(One) is an Executive Director. The Chairman of the Committee is anIndependent Director.

Sr. No. Name of the Member Designation
1 Mr. Navinchandra Rama Sanil Chairman
2 Mr. Dwarka Prasad Gattani Member
3 Mr. Dinesh Muddu Kotian Member

Terms of Reference-

The brief terms of reference of this committee are as under -

Redressal of shareholders' and investors' complaints including and in respect of:

I. Allotment transfer of shares including transmission splitting of shares changingjoint holding into single holding and vice versa issue of duplicate shares in lieu ofthose torn destroyed lost or defaced or where the cages in the reverse for recordingtransfers have been fully utilized.

II. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal etc.;

III. Review the process and mechanism of redressal of Shareholders /Investors grievanceand suggest measures of improving the system of redressal of Shareholders /Investorsgrievances.

IV. Considering and resolving grievances of the security holders of the Companyincluding complaints related to the transfer of shares non-receipt of annual report andnon-receipt of declared dividends;

V. Oversee the performance of the Registrar & Share Transfer Agent and also reviewand take note of complaints directly received and resolved them.

VI. Oversee the implementation and compliance of the Code of Conduct adopted by theCompany for prevention of Insider Trading for Listed Companies as specified in theSecurities & Exchange Board of India (Probation of insider Trading) Regulations 1992as amended from time to time.

VII. Carrying out any other function contained in the equity listing agreements as andwhen amended from time to time.

VIII. To carry out any other function as is mandated by the Board from time to timeand/ or enforced by any statutory notification amendment or modification as may beapplicable.

IX. To perform such other functions as may be necessary or appropriate for theperformance of its duties.

f) Vigil Mechanism:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for reporting the genuine concerns or grievances or concerns of actualor suspected fraud or violation of the Company's code of conduct. The said Mechanism isestablished for Directors and employees to report their concerns. The policy provides theprocedure and other details required to be known for the purpose of reporting suchgrievances or concerns. The same is uploaded on the website of the Company(www.djcorp.in).

g) Contracts or Arrangements with Related Parties:

The company has entered into transactions with related parties in accordance with theprovisions of the Companies Act 2013 read with rules and the particulars of contracts orarrangements with related parties referred to in Section 188(1) as prescribed in FormAOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under theCompanies Act 2013 is appended as Annexure - II.

h) Statement For Development And Implementation Of Risk Management Policy;

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 the top 100 listed entities needs to adopt RiskManagement Policy. Therefore the Company is not required to adopt Risk Management Policy.

i) Insurance

The Company's plant and machinery building stocks and assets are adequately insured.

j) Particulars of Loans Guarantees and Investments

The details of the Investments and Loans covered under the provisions of Section 186 ofthe Act are given in the notes to the financial statements.

k) Details of Significant & Material Orders Passed by the Regulators or Courts orTribunal impacting the going concern status and the Company's operation in future:

There were no signincant and material orders passed by the Regulators /Courts thatwould impact the going concern status of the Company and its future operations.

VII. AUDITORS AND AUDITORS' REPORT:

a) Statutory Auditors & their Report

The Company's Statutory Auditors M/s ADV & Associates. Chartered Accountants(firms' registration no: 128045W) were appointed as Statutory Auditors of the Company fora period of five consecutive years at the 10th Annual General Meeting held onSeptember 30 2019 on a remuneration mutually agreed upon by the Board of Directors andthe Statutory Auditors.

Their appointment was subject to ratification by the Members at every subsequent AGM.Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment)Act 2017 effective from May 07 2018 the requirement of seeking ratification of theMembers for the appointment of the Statutory Auditors has been withdrawn from the Statute.

In view of the above ratification by the Members for continuance of their appointmentat this AGM is not being

sought. The Statutory Auditors have given a confirmation to the effect that they areeligible to continue with their appointment and that they have not been disqualified inany manner from continuing as Statutory Auditors.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

b) Secretarial Auditor & their Report

As the Company's securities were listed on SME Exchange of BSE Limited w.e.f 13thApril 2020. The requirement of Secretarial Audit is not applicable to the Company for thefinancial year 2019-2020.

c) Internal Auditor

The Company has appointed Mr. Sanjay Pawar Employee of the Company as Internal Auditorof the Company for the Financial Year 2019-2020 according to the Section 138 of theCompanies Act 2013 and read with the Rule 13 of The Companies (Accounts) Rules 2014 andfor conducing Internal Audit of Company for the financial year 2019-2020.

d) Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records duringthe year under review.

VIII. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

IX. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls beside timely statutory auditlimited reviews and internal audits taking place periodically.

X. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Initial Public Offer & consequent listing of Shares on SME Exchange of BSE Limited:

The Company made initial Public Offer (IPO) for 1200000 Equity Shares for cash at aprice of Rs. 10/- per share including a premium of Rs. 10/- per share aggregating toRs.240.00 lakhs through an Initial Public Offer. Your Directors are pleased to inform youthat the Company's securities have been listed on SME Exchange of BSE Limited w.e.f 13thApril 2020.

XI. OTHERS

a) Registrar and Transfer Agent:

The Company had appointed Purva Sharegistry (India) Pvt. Ltd as the Registrar andTransfer Agent (RTA).

The Company's RTA have adequate infrastructure to process investor grievances withregards to transfers transmission and other such matters.

b) Statutory Compliances

The Company has complied with all the statutory requirements. The Company ensurescompliance of the Act Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and various statutory authorities onquarterly/half yearly basis.

XII. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitmentdedication and hard work done by the employees of the Company and the positiveco-operation extended by Banks Government Authorities Customers and various otherstakeholders.

Your Directors also wish to place on record their deep gratitude towards theshareholders for their continued support and confidence.

For and on behalf of the Board

Dinesh Kotian Chairman & Managing Director DIN-01919855

Date-01st August 2020

Place- Mumbai

.