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Euro Asia Exports Ltd.

BSE: 530929 Sector: Others
NSE: N.A. ISIN Code: INE535P01015
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NSE 05:30 | 01 Jan Euro Asia Exports Ltd
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VOLUME 1100
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P/E 8.19
Mkt Cap.(Rs cr) 1
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OPEN 6.00
CLOSE 5.90
VOLUME 1100
52-Week high 7.40
52-Week low 5.40
P/E 8.19
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Euro Asia Exports Ltd. (EUROASIAEXPORT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 39th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.

1. FINANCIAL RESULTS:

The Board's Report shall be prepared based on the standalone financial statements ofthe company. The Company's financial performance is given hereunder.

(Rs.)

Particulars Financial Year ended 31.03.2020 Financial Year ended 31.03.2019
Revenue from Operations 8109333 41764458
Other Income 3145597 79525
Total Income 11254930 41843984
Finance Cost - -
Employee benefits expense 654914 352000
Other Expenses 10693815 41319808
Total Expenses 11348729 41671808
Profit/ (Loss) before Tax (94499) 172176
Current Tax - 44789
Tax for earlier year - 9668
Deferred Tax - -
Profit/Loss after Tax (94499) 117719
Earning per Equity Share - 0.07
Diluted - 0.07

2. INFORMATION ON STATE OF COMPANY'S AFFAIRS AND RESULT OF OPERATIONS:

The Total Income of the Company for the Financial Year ended on 31st March2020 is Rs. 11254930 which has been reduced by Rs. 30589054 as compared to last yeartotal Income for an amount of Rs. 41843984. Moreover the loss for the Financial Yearended on 31st March 2020 amounted to Rs. 94499 as compared to Rs. 117719earned in the last year.

3. DIVIDEND:

The Board has not recommended any dividend for the Financial Year 2019-20.

4. RESERVES:

During the year under review the Company has adjusted loss of Rs. 94499 to GeneralReserves of the Company.

5. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:

The Company is engaged in the business of trading of all types of goods. During theyear under review the company has made net loss of Rs. 94499/-. The performance of thecompany is expected to be better in the coming years.

1. EXISTING BUSINESSES

The Company is pursuing the Business of Trading in garments and other trading material.

2. NEW PROJECTS

The Company engages in the business of selling of sponge iron new project during thefinancial year under review.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the company during the financial yearunder review.

6. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year of the company and date ofthis Report.

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

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition In additionhere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATECOMPANIES:

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

10. DEPOSITS:

The Company has not accepted any deposits during the financial year under review.

• Accepted during the year: NIL

• Remained unpaid or unclaimed as at the end of the year: NIL

• If there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved:

• At the beginning of the year: NIL

• Maximum during the year: NIL

• At the end of the year: NIL

11. AUDITOR'S AND THEIR REPORT:

M/s. A Sachdev & Co. Chartered Accountants were reappointed as Auditors of theCompany for a period of 4 year at the 39th Annual General Meeting held on September 14th2020 and appointment was subject to ratification at each Annual General Meeting. TheCompany has received confirmation from them to the effect that their appointment is withinthe prescribed limits under the Companies Act 2013 and that they are not disqualified forholding the office of the Auditors. Accordingly the Board recommends their appointment asStatutory Auditors of the Company by the members.

The notes on Financial Statement referred in the Auditors' Report are self-explanatoryand do not call for further comments. The Auditor's Report does not contain anyqualification reservation or adverse remark.

• Frauds reported by Auditors (Section 134(3)(ca)

As per Section 143 of the Companies Act 2013 the report of Auditors states that theCompany has not committed any frauds during the year.

12. COST AUDITOR'S AND THEIR REPORT:

Cost Audit is not Applicable to the company.

13. APPOINTMENT OF SECRETARIAL AUDITOR AND THEIR REPORT:

The Board had appointed M/s. JRP & Associates Company Secretaries to conduct theSecretarial Audit for the Financial Year 2020-2021. The Secretarial Audit Report for theFinancial Year ended on March 31 2020 in the prescribed format is attached herewith asAnnexure- I to this report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark to be explained by the Directors of the Company.

14. INTERNAL AUDIT REPORT:

The Internal Auditor Practicing Company Secretary Ms. Gurmohini Sachdewa hasconducted Internal Audits periodically for the Financial Year 2019-20 and submitted theirreports to the Audit Committee. The reports submitted by the Internal Auditor have beenreviewed by the Statutory Auditors and the Audit Committee.

15. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 withthe Stock Exchanges in India is presented as Annexure-II in this report.

16. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as prescribed under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Certificate on report on Corporate Governance attached asAnnexure-III.

17. SHARE CAPITAL:

During the Financial Year there is no change in the share capital of the Company.However the Paid up Share Capital of the Company is divided into the followingcategories:

Subscribed and paid up: Rs. 15688000
Forfeited Shares: Rs. 8115500
Total Share Capital: Rs. 23803500

a. Issue of equity shares with differential rights;

The Company has not issued equity shares with differential rights.

b. Issue of sweat equity shares;

The Company has not issued sweat equity shares.

c. Issue of employee stock options;

The Company has not issued employee stock options.

d. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees;

Since shares of the Company has not purchased by the employees or trustees for theirbenefits therefore there is no requirement for the provision of money to be made by theCompany for the same purpose.

18. EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form No. MGT-9 (Attached as Annexure- IV) shallform part of the Board's report.

19. DIRECTORS AND KEY MANAGERIAL PERSONS:

The Company is enriched with highly qualified professionals and responsive Board ofDirectors. It is composed of Executive as well as Non- Executive Directors including WomenDirector. The details for Composition of Board of Directors of the Company as on date areas follows:

S. No. DIN & PAN Name Designation
1. 00370304 Mr. Sunil Kumar Sharma Non- Executive Director
2. 06595136 Mr. Rakesh Kumar Singal Managing Director
3. 07166489 Mr. Gagan Goel Executive Director
4. 08606277 Mr. Mukund Murari Independent Director
5. 06557885 Ms. Shweta Gupta Independent Director
6. 07325235 Mrs. Navneet Kaur Independent Director
7. BMQPA0257A Mr. Ekansh Bansal Chief Financial Officer

Further following changes took place in the board of the Company during the FinancialYear and up to date are as under:

APPOINTMENTS ON THE BOARD:

• Appointments &Resignations:

(a) Appointment of Mr. Yogesh as an Independent Director Dated 23.05.2019;

(b) Appointment of Mr. Mukund Murari as an Independent Director Dated 13.11.2019;

(c) Taking note of Expiry of term as an Interdependent Director of Mr. Bhim Sain Goyaldated 13.11.2019;

(d) Resignation of Mr. Bhupesh Sharma as an Independent Director Dated 13.11.2019;

(e) Appointment of Mrs. Navneet Kaur Independent Director Dated 25.03.2020;

(f) Resignation of Mr. Yogesh as an Independent Director Dated 25.03.2020;

(g) Resignation of Ms. Shanu Srivastva as an Company Secretary dated 18.08.2020

The Company has formulated a policy on performance evaluation of the IndependentDirectors Board and its Committees and other individual Directors which shall be basedon inter alia criteria like attendance effective participation domain knowledgeaccess to management outside Board Meetings and compliance with the Code of Conductvision and strategy and benchmark to global peers.

On the basis of policy for performance evaluation of Independent Directors BoardCommittees and other individual directors a process of evaluation was carried out. Theperformance of the Board individual directors and Board Committees were found to besatisfactory.

Further Independent Directors of the Company have given declaration that they meet theeligibility criteria of Independence as provided under Section 149(6) of the CompaniesAct 2013.

a. Declaration by an Independent Director(s) and re- appointment if any

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 of the Companies Act 2013.The Board confirmsthat the said independent directors meet the criteria as laid down under the CompaniesAct2013.

The Board proposes the terms of 5 years for the independent directors and they shallnot be liable to retire by rotation.

b. Formal Annual Evaluation

The evaluation frame work for assessing the performance of Directors comprises of thefollowing key areas:

• Attendance of Board Meetings and Board Committee Meetings

• Quality of contribution to Board deliberations

• Strategic perspectives or inputs regarding future growth of Company and itsperformance

• Providing perspectives and feedback going beyond information provided by themmanagement

• Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR:

Your Company has put in place a system to familiarize its Independent Directors aboutthe Company its Business Segment the Industry and Business model of the Company. Inaddition it also undertakes various measures to update the Independent Director about theongoing events and development relating to the Company. All the Independent Directors ofthe Company are made aware of their role responsibilities & liabilities at the timeof their appointment/ re-appointment through a formal letter of appointment which alsostipulates various terms and conditions of their engagement including the compliancerequired from him under Companies Act 2013 Listing Regulation and other various statuesand an affirmation is obtained for the same. The Detail of the Familiarization Programmefor Directors are available on the Company's Website -www.euroasiaexportsltd.com

21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. In case of businessexigencies the Board's approval is taken through circular resolutions. The CircularResolutions are noted at the subsequent Board Meeting. The notice and detailed agendaalong with the relevant notes and other material information are sent in advance.

Particular details of Board Meeting are as follows: During the financial year SixBoard meetings were held.

S. No. Dates of Board Meeting Directors Present in the Meeting
1. 23.05.2019 5
2. 09.08.2019 4
3. 21.08.2019 5
4. 13.11.2019 5
5. 11.02.2020 6
6. 25.03.2020 4

22. MANAGERIAL REMUNERATION:

None of the employee of the company falls under the provisions of rule pursuant to 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Since no director of the company was in receipt of any remuneration or commissiontherefore the company is not required to make disclosure under the applicable provisionsof the Companies Act 2013.

23. DISCLOSURE REGARDING VARIOUS COMMITTEES:

The Company has the following Committees of the Board:

A) Audit Committee

Audit Committee of the Board of Directors (“the Audit Committee”) isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process. The Composition quorum powers role and scope are inaccordance with section 177 of the Companies Act 2013 and the provisions of Regulation 18of the Listing Regulation. All the Members of the Audit Committee are financially literateand bring in expertise in the fields of Finance Taxation Economics Risk andinternational Finance. It functions in accordance with its terms of reference that definesits authority responsibility and reporting function.

Name Category
1. Shweta Gupta Independent Director
2. Mukund Murari Independent Director
3 Navneet Kaur Independent Director

(a) Appointment of Mr. Yogesh as an Independent Director Dated 23.05.2019;

(b) Appointment of Mr. Mukund Murari as an Independent Director Dated 13.11.2019;

(c) Taking note of Expiry of term as an Interdependent Director of Mr. Bhim Sain Goyaldated 13.11.2019;

(d) Resignation of Mr. Bhupesh Sharma as an Independent Director Dated 13.11.2019;

(e) Appointment of Mrs. Navneet Kaur Independent Director Dated 25.03.2020;

(f) Resignation of Mr. Yogesh as an Independent Director Dated 25.03.2020;

(g) Resignation of Ms. Shanu Srivastva as an Company Secretary dated 18.08.2020

Meeting & Attendance

The Audit Committee met five times during the Financial Year 2019 - 20. The Maximum gapbetween two meetings was not more than 120 Days. The necessary quorum was present for allmeetings. The Chairperson of the Audit Committee was present at the last Annual GeneralMeeting of the Company.

S. No. Dates of Board Meeting Directors Present in the Meeting
1. 23.05.2019 2
2. 09.08.2019 2
3. 21.08.2019 2
4. 13.11.2019 3
5. 25.03.2020 2

All the members of the committee are financially literate Ms. Shweta Gupta wasappointed as Chairperson of the Audit Committee.

Terms & Reference

The Audit committee inter alia performs the functions of approving Annual InternalAudit Plan review of financial reporting system internal controls system discussion onfinancial reporting system discussion on financial results interaction with statutoryand Internal Auditor recommendations for the appointment of statutory and InternalAuditors and their remuneration Review of Business Risk Management Plan ManagementDiscussion and Analysis Review of Internal Audit Reports Significant related partytransactions. The Company has framed the Audit Committee Charter for the purpose ofeffective Compliance of Provisions of Section 177 of the Companies Act 2013 andRegulation 18 of the Listing Regulation. In fulfilling the above role the Audit Committeehas powers to investigate any activity within its terms of reference to seek informationfrom employees and to obtain outside legal and professional advice.

The term of reference of the committee have been revised in conformity with theprovisions of section 177 of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

At present composition of Committee was change in meeting held on 25.03.2020 thecommittee comprises of three Independent Directors viz Mr. Mukund Murari Ms. Shweta Guptaand Mrs. Navneet Kaur.

B) Nomination and Remuneration Committee

Performance Evaluation Criteria for Independent Directors and Remuneration Policy forDirectors Key Managerial Personnel and other employees

The Company's Remuneration Policy for Directors Key Managerial Personnel and otheremployees is annexed the Board Report. Further the Company has devised a Policy forperformance evaluation of Directors.

The Board of the company has decided that the committee will also be known with thename Nomination and Remuneration Committee as required under Companies Act 2013. TheCommittee recommends remunerations promotions increments and considers the appointmentof Executive Directors as and when required.

Meeting & Attendance

At present the Nomination and Remuneration Committee of the company comprises of thefollowing members who are Directors of the company and Dates of Meeting as under:

Name Category
1. Shweta Gupta Independent Director
2. Mukund Murari Independent Director
3. Navneet Kaur Independent Director

(a) Appointment of Mr. Yogesh as an Independent Director Dated 23.05.2019;

(b) Appointment of Mr. Mukund Murari as an Independent Director Dated 13.11.2019;

(c) Taking note of Expiry of term as an Interdependent Director of Mr. Bhim Sain Goyaldated 13.11.2019;

(d) Resignation of Mr. Bhupesh Sharma as an Independent Director Dated 13.11.2019;

(e) Appointment of Mrs. Navneet Kaur Independent Director Dated 25.03.2020;

(f) Resignation of Mr. Yogesh as an Independent Director Dated 25.03.2020;

(g) Resignation of Ms. Shanu Srivastva as an Company Secretary dated 18.08.2020

Dates of Meetings as follows:

S. No. Dates of Board Meeting Directors Present in the Meeting
1. 23.05.2019 2
2. 09.08.2019 3
3. 13.11.2019 2

All the members of the committee are literate Ms. Shweta Gupta was appointed asChairperson of the Nomination and Remuneration Committee

Terms & Reference

The Board has framed the Nomination & Remuneration Committee Charter which ensureseffective Compliance of Section 178 of the Companies Act 2013 and Regulation 19 ofListing Regulation which are as follows:

• Reviewing the overall Compensation Policy Service agreements and otheremployment Conditions of Managing Director and Senior Management ( One Level below theBoard);

• To help in determining the appropriate size diversity and composition of theBoard;

• To recommend to the Board appointment / re-appointment and removal of Directors;

• To frame criteria for determining qualifications positive attributes andIndependence of Directors to create an evaluation framework for Independent Director andthe Board;

• To assist in developing a succession plan for the Board;

• To assist the Board in fulfilling responsibilities entrusted from time to time;

• Delegation of any of its powers to any member of the Committee or the ComplianceOfficer;

At present composition of Committee was change in meeting held on 25.03.2020 thecommittee comprises of three Independent Directors viz Mr. Mukund Murari Ms. Shweta Guptaand Mrs. Navneet Kaur.

C) Stakeholders Relationship Committee:

The Board has renamed the ‘Shareholders' / Investors' Grievance Committee' of thecompany with Stakeholders 'Relationship Committee' as required under Companies Act 2013.The Board had delegated the power to consider and resolve grievance of security holders ofthe company to Stakeholders Relationship committee.

Name Category
1. Shweta Gupta Independent Director
2. Mukund Murari Independent Director
3. Navneet Kaur Independent Director

(a) Appointment of Mr. Yogesh as an Independent Director Dated 23.05.2019;

(b) Appointment of Mr. Mukund Murari as an Independent Director Dated 13.11.2019;

(c) Taking note of Expiry of term as an Interdependent Director of Mr. Bhim Sain Goyaldated 13.11.2019;

(d) Resignation of Mr. Bhupesh Sharma as an Independent Director Dated 13.11.2019;

(e) Appointment of Mrs. Navneet Kaur Independent Director Dated 25.03.2020;

(f) Resignation of Mr. Yogesh as an Independent Director Dated 25.03.2020;

(g) Resignation of Ms. Shanu Srivastva as an Company Secretary dated 18.08.2020

In compliance with the SEBI guidelines the Company has appointed M/s. Skyline FinancialServices Private Limited as RTA (Registered Transfer Agent) to look after the sharetransfer transmission transposition issuance of duplicate share certificate sharede-materialization/re-materialization etc independently under the supervision and controlof the Stakeholders Relationship committee.

Meeting & Attendance

At present the Nomination and Remuneration Committee of the company comprises of thefollowing members who are Directors of the company and Dates of Meeting as follows:

S. No. Dates of Board Meeting Directors Present in the Meeting
1. 13.11.2019 2

Terms & Reference

The Board has clearly defined the terms of reference for the committee which generallymeets at Regular Interval. The Committee looks in to the matters of Shareholders/Investors grievances along with other matters listed below:

• Approval of Transfer of Shares/ debentures and issue of duplicate/ split/consolidation/ sub-division of share/debenture certificates

• Consider resolve and monitor redressal of Shareholding grievances of theCompany with respect to transfer of shares non - receipt of annual report non - receiptof declared dividend.

• Review the Performance of the Company's Registrar & Transfer Agents.

The secretarial Department of the Company and the Registrar and Share Transfer AgentSkyline Services Pvt. Ltd. Attend to all grievances of the Shareholders received directlyor through SEBI Stock Exchanges Ministry of Corporate Affairs Registrar of Companiesetc. The Minutes of the Stakeholder's Relationship Committee Meetings are circulated tothe Board and noted by the Board of Directors at the Board Meetings. Continuous effortsare made to ensure that grievances are more expeditiously redressed to the completesatisfaction of the investors.

Shareholders are requested to furnish their updated telephone number and emailaddresses to facilitate.

At present composition of Committee was change in meeting held on 25.03.2020 thecommittee comprises of three Independent Directors viz Mr. Mukund Murari Ms. Shweta Guptaand Mrs. Navneet Kaur.

24. PARTICULARS OF EMPLOYEE AND MANAGERIAL REMUNERATION:

During the year under review the Company does not have any employee who is drawing theremuneration in excess of the limits prescribed by provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5 (1) (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

1. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

The company has given remuneration according to the remuneration policy formulated bythe Company. Further information is as follows:

I. The Ratio of Remuneration of each Director to the Median Employees Remunerationof the Company for the financial year 2019-20 is as follows:

No remuneration has been paid to any director in the Financial Year 2019-20.

II. The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:

No remuneration was being paid to any director and no changes have been made inremuneration paid to Chief Financial Officer and Company Secretary of the Company.

III. The percentage increase in the median remuneration of employees in theFinancial Year 2019-20:

There has been an increase of 9.09 % in percentage of median remuneration paid toemployees in the Financial Year 2019-20 as compared to Financial Year 2018-19.

IV. The number of permanent employees on the rolls of company:

The numbers of permanent employees on the rolls of the Company are: 2.

V. average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

No managerial remuneration was being paid to any director in Financial Year 2019-20.

VI. affirmation that the remuneration is as per the remuneration policy of thecompany:

The Directors of the Company confirm that the remuneration in the Financial Year2019-20 has been paid according to the remuneration policy of the Company.

25. SIGNING OF BALANCE SHEET:

The Balance Sheet of the Company is signed in pursuance to the provision of Section 134of companies act 2013. The Balance Sheet was signed by two Directors; one of them isManaging Director of the company and Chief Finance Officer and Company Secretary of theCompany as on the date of signing of Balance Sheet.

26. POLICIES:

The Board of the Company has framed various Policies in order to comply with therequirements of Companies Act 2013 and SEBI (LODR) 2015; the details of them areavailable at website of the company at www.euroasiaexportsltd.com under the InvestorsColumn:

Whistle Blower Policy;

Policy of Remuneration of Directors KMP and Other Employees;

Policy on Familiarization Programmes for Independent Directors;

Policy on Website Archival;

Policy on Determination and Disclosure of Materiality of Events and Information;

Policy on Materiality of Related Party Transaction and on Dealing with Related PartyTransactions;

Risk Management Policy.

27. RISK MANAGEMENT POLICY:

The Board of Directors of the company is of the view that currently no significant riskfactors are present which may threaten the existence of the company.

28. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED:

The details of Loans given Investments made Guarantees given and Securities providedby the Company are given in Note Number 9 to the Financial Statement. The Company hasgiven Unsecured Loan amounted to Rs. 6421573 /- during the financial year ended as on31.03.2020.

AFFIRMATIONS AND DISCLOSURES:

1. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES:

Pursuant to Section 177(9) and (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulation the Company has formulated Whistle Blower Policy for VigilMechanism of Directors and employees to report to the management about the unethicalbehavior fraud or violation of Company's code of conduct. The Company has established avigil mechanism for Directors and employees to report their genuine concerns details ofwhich have been given in the Corporate Governance Report forming part of annual report.

2. RISK MANAGEMENT POLICY:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015contemporary practices of good corporate governance Company has developed the policies& procedures to assess the risk associated with the Company and minimization thereofand periodically informed the Board of Directors for their review to ensure that theexecutive management controls the risk in accordance with the defined policies andprocedures adopted by the company. Business risk evaluation and management is an ongoingprocess within the Company. The assessment is periodically examined by the Board.

3. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The concept of Corporate Social Responsibility is not applicable to the Company.

4. LISTING:

The shares of the Company are listed at BSE Ltd.

5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has given short term loan and advances of Rs. 6421573/- as on 31.03.2020.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Company has not or made any arrangement with the related parties during the financialyear.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT SOTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

8. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. All employees are covered under this policy and during the year no complaintshave been received from them.

9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of Energy

The operations of the Company are not energy intensive therefore no capital investmenthas been made on energy conservation equipments during the year. The company hasendeavored to conserve energy consumption wherever feasible and has not utilizedalternate sources of equipments.

B) Technology Absorption

No new technology has been imported during last 4 years as the orders received by thecompany are gradually declining. However the technology for Transistorized Convertersother equipments and parts of Induction Heating Machines imported has been fully absorbed.

The industry has been under recession from past many years due to which manufacturingis unviable at low volumes and as a result of which company is incurring losses from itsmanufacturing activities and has decided to shut down manufacturing activities and disposeof plant and machinery.

C) Foreign Exchange Earnings and Outgo

Activities relating to export initiatives taken to increase exports and development ofNew Export market

Foreign exchange outflows: Nil Foreign exchange inflows: Nil

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed that:

i) in the preparation of the annual accounts for the Financial Year ended March 312020 the applicable Accounting Standards read with the requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same;

ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profitand loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) the Directors have prepared the Annual Accounts of the Company for the FinancialYear ended March 31 2020 on a ‘going concern' basis;

v) the Directors have laid down Internal Financial Control to be followed by theCompany and that such internal financial control are adequate and were operatingeffectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

29. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable cooperation and support received from theGovernment of India various state governments the Banks/ Financial institutions andother stakeholders such as shareholders customers and suppliers among others. TheDirectors also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Company's success. The Directors look forward totheir continued support in future.

For and on behalf of the Board of Directors of

Euro Asia Exports Limited
Gagan Goel' Rakesh Kumar Singal
Director Managing Director
DIN:07166489 DIN: 06595136
Address: H No-705 Saraswati Vihar Address: D-50 Sushant Lok II
Gurgaon 122001 56 Gurgaon 122002
Place: New Delhi
Date: 18.08.2020