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Eureka Industries Ltd.

BSE: 521137 Sector: Industrials
NSE: N.A. ISIN Code: INE958A01011
BSE 00:00 | 27 Jul Eureka Industries Ltd
NSE 05:30 | 01 Jan Eureka Industries Ltd
OPEN 2.44
PREVIOUS CLOSE 2.44
VOLUME 100
52-Week high 2.45
52-Week low 2.33
P/E 81.33
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.44
CLOSE 2.44
VOLUME 100
52-Week high 2.45
52-Week low 2.33
P/E 81.33
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Eureka Industries Ltd. (EUREKAINDUSTRIE) - Director Report

Company director report

To

Dear Shareholders Eureka Industries Limited

The Directors of your Company have pleasure in presenting their Twenty Eighth AnnualReport on the business and operations of the Company and Audited Accounts for thefinancial year ended on 31st March 2020.

FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

Current Year Previous Year
(Rs.) (Rs.)
Sales and Other Income 640186 559896
Profit/(loss) Before Tax (65774.62) (172258)
Less : Provision of Taxation 0 0
Net Profit /(Loss) for the year (65774.62) (172258)

STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:

The Company has achieved total revenue of Rs. 6.40 Lakhs as against that of Rs. 5.59Lakhs in the previous year. The Profit/ (loss) before Tax for the year amounts to Rs.(0.66) Lakhs against that of Rs. (1.72) Lakhs in the previous year. The Profit/ (loss)after tax amounted to Rs. (0.66) Lakhs against that of Rs. (1.72) Lakhs in the previousyear.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the Financial Year 2019-20 the Company has not changed its nature of business.

DIVIDEND:

In view of losses Your Directors are unable to recommend any Dividend on the EquityShares in view of the present financial position of the Company.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 [‘SEBI(LODR)] CorporateGovernance provisions related to Board of Directors maximum number of directorshipsAudit Committee Nomination and Remuneration Committee Stakeholder RelationshipCommittee Risk Management Committee Vigil Mechanism Related Party TransactionsCorporate governance requirements with respect to subsidiary of listed entity SecretarialAudit Obligation with respect to independent directors Obligations with respect toemployees including senior management key managerial persons directors and promotersOther corporate governance requirements clause (b) to (i) of of sub-regulation (2) ofregulation 46 relating to disclosures of website and para C D and E of Schedule Vrelated to Corporate Governance as specified is not applicable to the Company since thepaid up share capital of the company and the net worth is below the threshold limitsprescribed under SEBI (LODR)

EQUITY SHARES:

During the year Company has not issued any equity shares with differential rights orany sweat equity shares.

TRANSFER TO RESERVES:

During the year under review no transfer to reserves was carried out.

SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity and in accordance with thedefinition of “Segment” as per the IND AS. The performance of the Company isdiscussed separately in this Report.

SUBSIDIARIES JOINT VENTURES & ASSOCIATES:

Your Company doesn't have any Subsidiaries Joint Ventures and Associates.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal orinterest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 for the financial yearended.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company is requiredto file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 foroutstanding receipt of money/loan by the Company which is not considered as deposits.

The Company has already been complied with this requirement within the prescribedtimelines.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3) (l) of the Companies Act 2013 except as disclosedelsewhere in this Report no material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year of theCompany and date of this Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board of Directors has formulated the Nomination and Remuneration Policy on thebasis of recommendations made by the Nomination and Remuneration Committee. The Policy isavailable on the website of the Company www.eurekaindustries.in.

BOARD DIVERSITY

The Company recognizes the importance of a diverse Board in its process. We believethat a truly diverse Board will leverage differences in thought perspective knowledgeskill regional and industry experience cultural and geographical background ageethnicity race and gender which will help to provide better directions and supervision tothe affairs of the Company.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Companies Act 2013 and Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not applicable tothe Company.

No employee of the Company was in receipt of remuneration more than the limitsspecified under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 during the financial year ended 31st March 2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

Mr. Gautam Pravinchand Jain was appointed as an additional director on 3rdJuly 2019 later confirmed as a Executive Director liable to retire by rotation.

Mr. Gautam Pravinchand jain was appointed as Managing Director of the company from 14August 2019 to 30th September 2024.

Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company

Mr. Gunjan Choudhary (DIN: 01580569) and Mr. Yashdeep Dineshchandra jajpura (DIN:03557155) was appointed as Independent Directors of the Company with up to 31st March2020.

Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardat its Meeting held on 30th March2019 has approved the appointment of Mr.Gunjan Choudhary (DIN: 01580569) and Mr. Yashdeep Dineshchandra jajpura (DIN: 03557155)for a further term of five years from 01st April 2019 up to 31st March2024 subject to the approval of shareholders through Special Resolution.

Based on their skills experience knowledge and report of their performanceevaluation the Board was of the opinion that their association would be of immensebenefit to the Company and it would be desirable to avail their services as IndependentDirectors.

The notice convening the 28th AGM includes the proposal for re-appointmentof Independent Directors.

Resignations along with facts of resignation:

During the financial year 2019-20 Mr. Ketan A. Gandhi has resigned from the office andpost of Managing Director of the company w.e.f closing business hours of 13th August2019.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 Shri Ketan A.Gandhi Managing Director (Till 13/08/2019) Shri Gautam Pravinchand Jain (DIN 08456168)Managing Director (w.e.f 14/08/2019) Shri Jyotal S. Thakkar Chief Financial Officer Ms.Amita Baswani (Till 29/04/2019) and Ms. Pujal Padamchand Lalwani (w.e.f 03/07/2019)Company Secretary and Compliance officer of the Company are the Key Managerial Personnelof your Company.

Annual Evaluation of Board's Performance:

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they fulfil the criteria of independenceas prescribed under Section 149(6) of the Companies Act 2013 read with the Schedules andRules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Familiarization Program for Independent Directors

At the time of the appointment of an Independent Director the Company issues a formalletter of appointment outlining his/her role function duties and responsibilities.Further the Independent Directors are introduced with the corporate affairs newdevelopments and business of the Company from time to time. The Familiarization program isalso available on the website of the Company www.eurekaindustries.in.

NUMBER OF BOARD MEETINGS HELD:

During the financial year 2019-20 under review the Board of Directors of the companymet Seven (7) times on following given dates:

Meeting No. Date Director present
01 30th April 2019 4
02 29th May 2019 4
03 03rd July 2019 4
04 13th August 2019 4
05 14th November 2019 4
06 6th February 2020 4
07 28th February 2020 4

The time gap between the two meetings was in accordance with the requirements. All theinformation required to be furnished to the Board was made available along with detailedAgenda.

As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirectors without the attendance of Non- Independent Directors was held on 28h February2020 to discuss the agenda items as required under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 The IndependentDirectors reviewed the performance of non-independent directors and the Board as whole reviewed the performance of the Chairperson of the Company taking into account the viewsof executive and non-executive directors and assessed the quality quantity and timelinessof flow of information between the Company Management and the Board that is necessary forthe Board to effectively and reasonably perform their duties. The Independent Directorsexpressed their satisfaction with overall functioning and implementations of theirsuggestions.

COMMITTEES OF THE BOARD:

In accordance with the provisions of Companies Act 2013 and SEBI (LODR) Regulations2015 the Board of Directors of the Company has formulated Four Committees viz. AuditCommittee Stakeholders Relationship Committee and Nomination and Remuneration Committee.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee are in conformity withthe Section 177 of the Companies Act 2013 together with Regulation 18 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. All the minutes of the Audit Committee are placed before the Board for itsinformation. All the members of the Audit Committee are financially literate and haverequisite experience in financial management.

The Audit Committee comprises of 3 Directors. The Chairman of the Audit Committee is anIndependent Director. As on March 31 2020 composition of members of Audit Committee andtheir details are mentioned below:

Sr. No. Name Category Designation
1 Mr. Yashdeep D. Jajpura Independent director Chairman
2 Mr. Gunjan Choudhary Independent director Member
3 Miss. Aarefa Kutub Kapasi Independent director Member

Terms of reference

The terms of reference of the Audit Committee are as under:

• Overseeing the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

• Recommending to the Board for appointment re-appointment and if required thereplacement or removal of the Statutory Auditor and the fixation of the fees;

• Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

• Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

(a) Matters required being included 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

(g) Qualifications in the draft audit report

• Reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

• Reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the Board to take up steps in this matter;

• Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

• Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit.

• Scrutiny of Inter-Corporate Loans and Investments.

• Valuation of undertakings or assets of the Company wherever it is necessary.

• Discussions with internal auditors any significant findings and follow upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Discussions with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors.

• The 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 weakness ; and

e. The appointment removal and terms of remuneration of the internal auditor shall besubject to review by the Audit Committee.

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience and background etc. of the candidate;

• To look into any other matter which may be referred to it by the Board.

• In addition to the above the Committee shall have such functions / role /powers as may be specified in the Companies Act Listing Agreement with Stock Exchanges orany other applicable law.

The Board has accepted all the recommendations made by the Audit Committee during theyear. The Audit Committee met Four times during the financial year on 30thApril 2019 13th August 2019 14th November 2019 and 28thFebruary 2020.

The Chairman of the Audit Committee was present at the last Annual General Meetingheld on 30th September 2019.

The Internal Auditor and the representatives of the Statutory Auditors also attend theAudit Committee meetings besides the executives invited by the Audit Committee to bepresent thereat. The Internal Auditors report directly to the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act 2013 read with Companies (Meetingsof the Board and its Powers) Rules 2014 and Regulation 19 of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015“Nomination and Remuneration Committee” of the Board of Directors of the Companywas formed after merging and re-constituting the erstwhile Remuneration Committee.

As on 31st March 2020 the Remuneration Committee consists of the followingDirectors:

Sr. No. Name Category Designation
1 Mr. Yashdeep D. Jajpura Independent director Chairman
2 Mr. Gunjan Choudhary Independent director Member
3 Miss. Aarefa Kutub Kapasi Independent director Member

The Composition of this committee is also in compliance with the requirements ofSection 178 of the Companies Act 2013 and the Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.

The compensation grades of the senior managerial personnel are governed by the HRpolicies of the Company. Managerial remuneration is regulated in terms of Section 197198Schedule V and other applicable provisions of the Companies Act 2013.

Terms of reference

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

• The Committee shall have meetings periodically as it may deem fit.

• The Committee shall invite such of the executives to be present at the meetingsof the Committee required by it.

• The Committee shall have the following powers and functions :

a. Identify persons who are qualified to become directors and persons who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal;

b. Carry on the evaluation of every Director's performance;

c. Formulate criteria for determining qualifications positive attributes andindependence of a Director;

d. Recommend to the Board a policy relating to the remuneration of the directors KeyManagerial Personnel and other employees;

e. Formulate criteria for evaluation of Independent Directors and the Board; and

f. Devise a policy on Board Diversity;

• To administer and supervise Employee Stock Option Schemes (ESOS) includingframing of policies related to ESOS and reviewing grant of ESOS.

• To Review HR Policies and initiatives.

In accordance with Section 178 of the Companies Act 2013 and Regulation 19 of theSecurities Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors has formulated the Nomination and Remuneration Policy of the Company.

During the Financial Year 2019-20 the meeting was held on 30th April 201913th August 2019 and 6th February 2020.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted to look into investorscomplaints like transfer of shares non receipt of declared dividend etc and takenecessary steps for redresses thereof.

The composition of the Stakeholder Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

As on March 31 2020 composition of members of the Committee and their details arementioned below:

Sr. No. Name Category Designation
1 Mr. Yashdeep D. Jajpura Independent director Chairman
2 Mr. Gunjan Choudhary Independent director Member
3 Miss. Aarefa Kutub Kapasi Independent director Member

The Board has accepted all the recommendations made by the Stakeholders RelationshipCommittee during the year.

Terms of Reference

The terms of reference of the Committee are as under:

• To specifically look into the Redressal of Investors' Grievances pertaining to:

a. Transfer and Transmission of Shares and Debentures.

b. Non-Receipt of Annual Reports.

c. Dividends Interests and Redemption Proceeds of Debentures.

d. Dematerialization of Shares and Debentures.

e. Replacement of Lost Stolen Mutilated Share and Debenture Certificates.

f. Non-receipt of Rights Bonus Split Share Certificates.

To look into other related issues towards strengthening Investors' Relations.

• To consider and approve issuance of Share/Debenture Certificates includingDuplicate Share/ Debenture Certificates.

• To look into the reasons for any defaults in the payment to the DepositorsDebenture Holders Shareholders (in case of nonpayment of Declared Dividends) andCreditors.

• To review the reports submitted by the Registrars and Share Transfer Agents ofthe Company at half- yearly basis.

• To Review of adherence to the service standards adopted by the Company inrespect of various services being rendered by the Registrar & Share Transfer Agent.

• To Review of measures taken for effective exercise of voting rights byshareholders.

• To Review of the various measures and initiatives taken by the Company forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the Company.

The meetings of Stakeholders Relationship Committee were held from time to time toconduct the business in relation with references as mentioned above from time to time asand when required.

During the Financial Year 2019-20 the meetings were held on 29th May 201913th August 2019 14th November 2019 and 28th February2020.

CASH FLOW STATEMENT:

Cash flow statement in pursuant to regulation 34(2)(c) of LODR Regulation 2015 isattached and form part of the report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3) (c) of the Companies Act 2013 the Directors herebyconfirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed and there are no materialdepartures from the same;

(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 your Company as at 31st March 2020 and of the profitand loss statement of the Company for the financial year ended 31st March 2020;

(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts have been prepared on a ‘going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and

(f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

LISTING OF EQUITY SHARES WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 toBSE Ltd Mumbai where the Company's Shares are listed.

AUDITORS:

STATUTORY AUDIT:

At the 25th Annual General Meeting held on 29th September 2017M/s. Kothari Sangawat & Associates (FRN 132985W) were appointed as statutory auditorsof the Company to hold office till the conclusion of the 30th Annual GeneralMeeting to be held in the calendar year 2022.

Further in terms of Clause 40 of the Companies (Amendment) Act 2017 which wasnotified vide Notification dated S. O. 1833 (E) dated 07th May 2018 and effective fromthat date the Proviso of Section 139 (1) relating to ratification of Appointment ofAuditors at every Annual General Meeting of the Company has been omitted and therequirement of Ratification of Auditors Appointment is no longer required as per theCompanies Act 2013.

Therefore the resolution for ratification of Appointment of Statutory Auditors M/s.Kothari Sangawat & Associates (FRN 132985W) has not been provided for the approval ofthe Shareholders and not formed as a part of Notice of the 28th AGM of theCompany

EXTRACT OF 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[A]” and form an integral part to this Report.

The copy of Form MGT 9 is also uploaded on the website of the Company.

SECRETARIAL AUDIT:

According to the provision of section 204(1) of the Companies Act 2013 read with Rule9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Vinay Soni & Associates Practicing CompanySecretary is enclosed as “Annexure [B]” as a part of this report.

INTERNAL AUDITOR:

M/s R Patni & Co. Chartered Accountants are the Internal Auditors of the Company.

COST AUDITOR:

The appointment of Cost Auditor for the Company is not applicable to the Company.

FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) ofSection 143 of the Companies Act 2013.

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

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

Loans guarantees/securities and investments if any and as covered under Section 186of the Companies Act 2013 forms part of the notes to the financial statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

As required under section 134(3)(m) of the companies Act 2013 read with Rule 8 of thecompanies (Accounts) Rules 2014 Your Company has no activities relating to Conservationof Energy Technology Absorption etc.

FOREIGN EXCHANGE EARNING AND OUTGO: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 and schedule VII of the Companies Act 2013 are notapplicable to your Company and hence the Company has not developed and implemented anyCorporate Social Responsibility initiatives.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.eurekaindustries.in under shareholders/Vigil Mechanism Policy link.

RELATED PARTY TRANSACTIONS:

During the financial year 2019-20 all transactions with the Related Parties as definedunder Section 2(76) of the Companies Act 2013 read with Companies (Specification ofDefinitions Details) Rules 2014 and Regulation 23 of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 were entered inthe ordinary course of business and on an arm's length basis.

There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company. The Related Party Transaction Policy has beenuploaded on the website of the Company at www.eurekaindustries.in under shareholders/Related Party Transaction Policy link.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has already formulated an Audit Committee which holds the Audit Committeemeeting time to time to review the financial results internal financial controls and riskmanagement system auditor's independence and performance etc. The Company has alsoappointed Internal Auditors who perform their duty on the basis of the scope of workallotted to them time to time.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

CODE OF CONDUCT:

The Company's code of conduct has been complied with by all the members of the Boardand selected employees of the Company. The Company has in place a prevention of InsiderTrading Code based on SEBI (Prohibition of Insider Trading) Regulation 2015. This code isapplicable to all Directors and designated employees. The code ensures prevention ofdealing in shares by persons having access to the unpublished price sensitive information.The Code has been posted on the Company's website www.eurekaindustries.in

The Company has adopted the amended Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition ofInsider Trading) Regulation 2015 (as amended) by passing Board resolution dated March 302019. The intimation of adopting the amended code of practices and procedures for FairDisclosure of Unpublished Price Sensitive Information have been given to the BSE Limitedand the copy of the amended Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information have been made available on the website of theCompany.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude and thank theCustomers Dealers and Suppliers Investors Members Banks Financial InstitutionsCentral and State Governments for their continued support and co-operation. Your Directorsalso thank the employees of the Company across all levels for the sincere and hard workput in by them during the year under review.

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