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Finkurve Financial Services Ltd.

BSE: 508954 Sector: Financials
NSE: N.A. ISIN Code: INE734I01027
BSE 00:00 | 18 May 43.00 0.70






NSE 05:30 | 01 Jan Finkurve Financial Services Ltd
OPEN 40.70
52-Week high 65.00
52-Week low 27.40
P/E 107.50
Mkt Cap.(Rs cr) 546
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.70
CLOSE 42.30
52-Week high 65.00
52-Week low 27.40
P/E 107.50
Mkt Cap.(Rs cr) 546
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Finkurve Financial Services Ltd. (FINKURVEFIN) - Director Report

Company director report


The Members

Finkurve Financial Services Limited

Your directors take the pleasure in presenting their Report and Audited Consolidatedand Standalone Financial Statements of


the Company along with Auditor's Report thereon for the financial year ended 31 March2019.

(Amount in Rs.)



Particulars 2018-19 2017-18 2018-19 2017-18
Total Revenue 150296693 123629793 4143640378 2984562746
Less: Total Expenses 136486915 97287347 4130455730 2965474631
Pro t/(Loss) before tax 13809778 26342446 13184648 23874748
Less: Provision for Taxation
- Income Tax 4800000 7660000 5270000 7840000
- Deferred Tax (Asset)/Liability (504092) (702793) (1081274) (47947)
- Short/Excess Provision for Tax for Earlier Year 95468 (24451) 121531 (702793)
Add: MAT Credit Entitlement - 1461162 - 1461162
Pro t/(Loss) After tax 9418402 17948528 8874391 15324325


Your Company has been classified as a Loan Company is providing long term and shortterm loans to other corporate/ rms. However your Board is in constant search for newbusiness avenues which can be taken with the existing business.


During the year under review your Company earned total revenue of Rs. 1502.96 lakhs asagainst Rs. 1236.29 lakhs in the previous year. The profit before Tax was Rs. 138.09 lakhsas against profit of Rs. 263.42 lakhs in the previous year. The Net profit of Rs. 94.18lakhs has been carried to the Balance Sheet. Your directors expect a better performance inthe coming years.


The authorized share capital is Rs. 12 00 00000/- and paid-up share capital is Rs.108437148/- of Rs. 1/- each. There has been change in the authorized capital of thecompany during the year under review. In the previous year the authorized capital of theCompany was increased from Rs. 97000000/- to Rs. 120000000/-.

The Company allotted 11837148 (In total) Equity Shares of Rs. 1/- each onPreferential Basis to M/s. Nexpact Limited

and M/s. Rishabh Jewellers on April 12 2019.


Your directors are not recommending any payment on account of dividend.


The Board of Directors re-commends to transfer 20% of profit to the reserve fund duringthe year under review as per Section 45IC of The RBI Act 1934. Further the balanceamount of profit for the year under review has been carried forward to the Statement ofPro t and Loss.


Pursuant to Regulation 34(2) of the SEBI Listing Obligations and DisclosuresRequirements (LODR) Regulation 2015 with the stock exchanges the Management Discussion& Analysis Report for the year under review is given under a separate section.


The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing details of deposits which are not in compliance with theChapter V of the Act is not applicable.


Mr. Anilchandra Bhujade & Mr. Punit Goyal ceased to be the Directors of the Companywith effect from 29th May 2018.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ketan Kothari (DIN: 00230725) Director of the Company whoretires by rotation and being eligible offer himself for re-appointment.

Mrs. Riddhi Tilwani (DIN: 06910038) was appointed as an Independent Director on Boardof the Company w.e.f 01.07.2014 for the term of 5 consecutive years. The Company hasreceived a notice as per the provisions of section 160 (1) of the Companies Act 2013 froma Member proposing Mrs. Riddhi Tilwani's re-appointment as Independent Director. Mrs.Riddhi Tilwani has submitted a declaration that she meets the criteria of Independence asprovided in Section 149(6) of the Companies Act 2013 and the same has been consideredand taken on record by the Board. The Board of Directors recommends her appointment asIndependent Director for second term of 5 years.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the company are as follows:

Name Designation
1. Mr. Sunny Parekh Company Secretary & Compliance Of cer
2. Mrs. Bhavi Desai Chief Financial Of cer


Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Director's Responsibility Statement it is hereby con rmed that:

a) In preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; b) The directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period; c) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and d) The directors had prepared the annual accounts for thefinancial year on a "Going Concern" basis; e) The directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively and f) The directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.


The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company anddirectors have been appended as "Annexure 1" to this report.


Pursuant to the Section 92(3) of the Companies Act 2013 extract of the Annual Returnis annexed to this report as

"Annexure II".



Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethere under the current Auditors of the Company Ladha Singhal & AssociatesChartered Accountants (having FRN: 120241W) were appointed

nd th

by the members at the 32 Annual General Meeting to hold office until the conclusion ofthe 36 Annual General Meeting to be held in the year 2020.


There is no quali cation reservation or adverse remarks made in the Statutory AuditorsReport.


Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Mr. Mayank Arora proprietor of M/s. Mayank Arora &Co. Company Secretaries Mumbai (Membership. No. A33328 and COP No.: 13609)

to conduct the Secretarial Audit of the Company for the financial year ended 31 March2019.

The report of the Secretarial Auditor is appended as "Annexure III".


There is no quali cation reservation or adverse remarks made in the Statutory AuditorsReport.



The Company being engaged in the financial services does not have any energyutilization or technology absorption. The Company during the year under consideration hasnot earned or spent any foreign exchange.


All related party transactions done by the Company during the financial year were atArm's Length and in ordinary course of business. All related party transactions wereplaced in the meetings of the Audit Committee and the Board of Directors for theirnecessary review and approval. During the financial year your Company has not enteredinto any material transaction (as per Regulation 23 of SEBI LODR 2015) with any of itsrelated parties which may have potential conflict with the interest of the Company atlarge. The disclosures pursuant to Accounting Standards on related party transactions havebeen made in the notes to the Financial Statements. To identify and monitor significantrelated party transactions the Company has also framed a policy on the related partytransactions and the same is available on the Company's website i.e. www.


Pursuant to Section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to loansadvances guarantees and investments are provided as part of the financial statements.


The Company allotted 11837148 (In total) Equity Shares of Rs. 1/- each onPreferential Basis to M/s. Nexpact Limited and M/s. Rishabh Jewellers on April 12 2019.

No other material changes and commitments affecting the financial position of theCompany occurred from the end of the previous financial year till the date of this report.


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


In accordance with the Accounting Standard AS-21 AS-23 and AS-27 of the Companies(Accounting Standards) Rules 2006 and pursuant to Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Audited ConsolidatedFinancial Statements forms part of this Annual Report.


The Company has two subsidiaries out of which one is material unlisted IndianSubsidiary Company. There are no associate or joint ventures companies within meaning ofSection 2(6) of the act.

Brief Details And Highlights of Performance of The Direct Subsidiaries:

Supama Forex Private Limited:

Particulars 2018-19 2017-18
Gross Income 3993358474 2852150508
Total Expenses 3992068984 2851181372
Pro t Before Tax 1289490 969136
Less: Tax Expenses 107182 (156505)
Net profit After Tax 1396672 812631

Aether Leisure Private Limited: (Formerly known as Finkurve Enterprises PrivateLimited)

Particulars 2018-19 2017-18
Gross Income/(Loss) 155204 14242454
Total Expenses 1997791.90 17679286
Pro t Before Tax (1914618.62) (3436832)
Less: Tax Expenses Nil Nil
Net profit After Tax (1914618.62) (3436832)

Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC-1 isattached to the financial statements of the Company as "Annexure IV" Thestatement also provides the details of performance and financial position of theSubsidiary Companies.


The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report.


Pursuant to Section 134(3)(n) of the Companies Act 2013 and the Listing Regulationsthe Company has constituted a business risk management committee and it has framed andadopted a policy on Risk Management of the Company to identify the elements of risk whichmay threaten the existence of the Company and possible solutions to mitigate the riskinvolved.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.


Company has not developed any corporate social responsibility initiative as the same isnot applicable to Company.


Pursuant to Section 178 of the Companies Act 2013 the Board of Directors of yourCompany has on recommendation of the Nomination & Remuneration Committee framed andadopted a policy for selection and appointment of directors senior management and theirremuneration.


As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the Corporate Governance provisions are not applicable to a company whosepaid-up Share Capital is less than Rs.10 crores and Net Worth does not exceed Rs.25crores.

With respect to the above we would like to inform you that the paid-up share capitalof the Company has increased to Rs. 108437148 w.e.f April 12 2019 and hence the aboveprovisions are applicable to the Company w.e.f April 12 2019. Therefore the same shallbe complied within 6 months from the effective date as per the Regulation.

However the Company has complied with all the mandatory requirements of CorporateGovernance.



The Board of the Company has an optimum combination of Executive Non-Executive andIndependent Directors. The current strength of the Board includes one Women Director. Thecomposition of the Board of the Directors is in conformity with the Listing Regulations.No relationship exists between the directors inter-se. The details of the directors andtheir directorships/memberships in Committees of other companies as on 31st March 2019(excluding Finkurve Financial Services Limited) are as under.

Name of Director Category No. of Directorships in other Companies Committee Positions*
Chairman Member
1. Mr. Ketan Kothari Non-Executive Non-Independent 5 Nil Nil
2. Mr. Sachin Kothari Executive Non-Independent 1 Nil Nil
3. Mrs. Riddhi Tilwani Non-Executive Independent 0 Nil Nil
4. Mr. Nishant Ranka Non-Executive Independent 4 2 Nil

Pro le of Directors:

The brief pro le of the Company's Board of Directors is as under:

(i) Mr. Ketan Kothari (DIN: 00230725):

Mr. Ketan Kothari is a Chairman & Non-Executive Director of the Company and hasdone M.A. in Finance & Investments from Nottingham University UK and joinedRiddiSiddhi Bullions Limited (RSBL) in the year 2003. He has been instrumental in thesuccessful technical implementation of the futures trading division as well as RSBL Spot.He has been in the forefront in the launch of India's first structured product in thecommodities market - RSBL Optionally Convertible Debentures (OCDs). Also to address thegrowing demand of bullion investments he introduced an innovative product called‘Bullion++' which is primarily targeted to HNIs and provides a dual income advantage.Mr. Ketan Kothari is now spearheading new product development and innovation at FinkurveFinancial Services Limited.

(ii) Mr. Sachin Kothari (DIN: 03155884):

Mr. Sachin Kothari is an Executive Director of the Company and has done MBA in Strategyand Finance from Cass Business School London. He is also a qualified Chartered Accountantfrom Institute of Chartered Accountants of India. He has an experience of over 10 years inthe eld of Accountancy and Finance. Prior to joining Finkurve he worked as a SeniorConsultant in a Management Consulting Firm. Mr. Sachin Kothari is now actively involved inthe day to day functioning and decision making at Finkurve Financial Services Limited.

(iii) Mrs. Riddhi Tilwani (DIN: 06910038):

Mrs. Riddhi Tilwani is a Non-Executive Independent Director of the Company and is aqualified Company Secretary from the Institute of Company Secretaries of India. She has anexperience of over 5 years in Secretarial and Compliance eld.

(iv) Mr. Nishant Ranka (DIN: 06609705):

Mr. Nishant Ranka is a Non-Executive Independent Director of the Company and is aqualified Chartered Accountant from Institute of Chartered Accountants of India. He has anexperience of over 14 years in the eld of Accountancy and Finance.

Board Meetings

During the year 7 (Seven) Board Meetings were held i.e. on 09th April 2018 29th May2018 13th August 2018 30th August 2018 02nd November 2018 08th February 2019 and25th February 2019. The particulars of attendance of the directors are as under:

Name of Director No. of Board Meetings attended Attendance at AGM held on 29/09/2018
1. Mr. Ketan Kothari 7 of 7 Yes
2. Mr. Sachin Kothari 7 of 7 Yes
3. Mr. Nishant Ranka 7 of 7 Yes
4. Mrs. Riddhi Tilwani 7 of 7 Yes
5. Mr. Anilchandra Bhujade 1 of 1* No
6. Mr. Punit Goyal 1 of 1* No


*Mr. Anilchandra Bhujade & Mr. Punit Goyal ceased to be the Directors of theCompany effect from May 29 2018.

Induction & Training of Board members:

On appointment the concerned director is issued a Letter of Appointment setting out indetail the terms of appointment duties responsibilities and expected time commitments.Each newly appointed Independent Director is taken through a formal induction programincluding the presentation on the Company's finance and other important aspects. TheCompany Secretary briefs the director about their legal and regulatory responsibilities asa director.

Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act 2013 the followingNon-Executive Directors are appointed as Independent Directors:-

Name of the Director Date of Appointment
1 Mrs. Riddhi Kamlesh Tilwani 01/07/2014
2 Mr. Nishant Tolchand Ranka 07/03/2018

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013 andthe Listing Regulations a separate meeting of the Independent Directors of the Companywas held on 15th February 2019 to review the performance of Non-Independent DirectorsChairman and the Board as whole. The Independent Directors also reviewed the qualityquantity and timeliness of the flow of information between the management and the Boardand it's Committees which is necessary to effectively and reasonably perform and dischargetheir duties.

Familiarization Programme for Independent Directors:

Whenever any person joins the Board of the Company as an Independent Director aninduction programme is arranged for him/her wherein he/she is familiarised with theCompany their roles rights and responsibilities in the Company the code of conduct tobe adhered nature of the industry in which the Company operates business model of theCompany meeting with the senior management team members etc. The details offamiliarization programmes imparted to Independent Directors can be viewed at our websitewww.

Women Director:

In terms of the provision of Section 149 of the Companies Act 2013 and Regulation 17(1) of SEBI (LODR) Regulation 2015 a company shall have at least one women director onthe board of the company. Your Company has one woman director Mrs. Riddhi Kamlesh Tilwanion Board w.e.f. 01st July 2014.

Committees of the Board

As on 31st March 2019 the Company has Audit Committee Stakeholders RelationshipCommittee Nomination and Remuneration Committee and Risk Management Committee. Thedetails of these Committees are set out below.

1. Audit Committee:


The Audit Committee comprises with following members as on 31 March 2019:

Name of the Member Designation
1. Mr. Nishant Ranka Chairman Independent Director
2. Mr. Sachin Kothari Member Executive Director
3. Mrs. Riddhi Tilwani Member Independent Director

Meetings & Attendance:

During the year under review the Committee met 4 (Four) times on 29th May 2018 13thAugust 2018 02nd November 2018 and 08th February 2019.

Names of the Committee Members along with their attendance are given below:

Name of the Member Designation No. of meetings attended
1. Mr. Nishant Ranka Chairman 4 of 4
2. Mr. Sachin Kothari Member 4 of 4
3. Mrs. Riddhi Tilwani Member 4 of 4

Terms of reference:

The terms of reference of the Audit Committee are as per the guidelines set out in theListing Regulations of the stock exchange read with Section 177 of the Companies Act2013. These broadly includes (i) develop an annual plan for Committee (ii) review offinancial reporting processes (iii) review of risk management internal control andgovernance processes (iv) discussions on quarterly half yearly and annual financialstatements (v) interaction with statutory and internal auditors (vi) recommendation forappointment remuneration and terms of appointment of auditors and (vii) risk managementframework concerning the critical operations of the Company.

In addition to the above the Audit Committee also reviews the following:
(i) Matter included in the Director's Responsibility Statement
(ii) Changes if any in the accounting policies
(iii) Major accounting estimates and significant adjustments in financial statement
(iv) Compliance with listing and other legal requirements concerning financial statements
(v) Disclosures in financial statement including related party transactions
(vi) Quali cation in draft audit report
(vii) Scrutiny of inter-corporate loans & investments
(viii) Management's Discussions and Analysis of Company's operations
(ix) Valuation of undertakings or assets of the Company wherever it is necessary
(x) Periodical Internal Audit Reports and the report of Risk Management Committee if any
(xi) Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies.
(xii) Letters of Statutory Auditors to management on internal control weakness if any.
(xiii) Major non routine transactions recorded in the financial statements involving exercise of judgment by the management.
(xiv) Recommend to the Board the appointment re-appointment and if required the replacement or removal of the statutory auditors considering their independence and effectiveness and recommend the audit fees.
(xv) Subject to review by the Board of Directors review on quarterly basis Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

2. Nomination & Remuneration Committee:


The Nomination and Remuneration Committee comprises with following members as on 31stMarch 2019:

Name of the Member Designation
1. Mr. Nishant Ranka Chairman Independent Director
2. Mr. Ketan Kothari Member Non-Executive Director
3. Mrs. Riddhi Tilwani Member Independent Director

Meetings & Attendance:

During the year under review the Committee met 1 (One) time on 02nd November 2018.

Names of the Committee Members along with their attendance are given below:

Name of the Member Designation No. of meetings attended
1. Mr. Nishant Ranka Chairman 1 of 1
2. Mr. Ketan Kothari Member 1 of 1
3. Mrs. Riddhi Tilwani Member 1 of 1

Terms of Reference: i. To identify persons who are qualified to become directorsand who may be appointed in senior management level in accordance with the criteria laiddown in the Nomination & Remuneration policy. ii. To recommend to the Boardappointment and removal of the directors and evaluation of every director's performance aslaid down in the Nomination & Remuneration policy iii. To formulate the criteria fordetermining qualifications and positive attributes of the Directors iv. To deal with thematters relating to the remuneration payable to Whole Time Directors Key ManagerialPersonnel and Senior Management Executives and commission if any to be paid toNon-Executive Directors apart from sitting fees. v. To review the overall compensationpolicy service agreement and other employment conditions of Whole Time Directors KeyManagerial Personnel and Senior Management Executives which include the employeesdesignated as Vice-President and above (normally include the first layer of managementbelow the Board level) vi. To deal with other matters as the Board may refer to theNomination and Remuneration Committee ("the Committee") from time to time.

Performance evaluation criteria for Independent Director:

The Company has carried out performance evaluation of its Independent Directorsindividually. The structured evaluation process contained various aspects of thefunctioning of Independent Directors and their roles frequency of meetings level ofparticipation and independence of judgments performance of duties and obligations andimplementation of good corporate governance practices. The Company expressed itssatisfaction on the performance of Independent Directors individually.

3. Remuneration of Directors:

Criteria of making payments to Non-Executive Directors:

Company does not make any payments to Non-Executive Directors towards their servicesexcept from the sitting fees which are cited below:

Details of Sitting fees paid to the Non-Executive Directors during the financial yearended 31st March 2019 are given below.

Name of Director Sitting Fees Annual Remuneration No. of
(Amt. in Rs.) / Commission* (Amt in Rs.) Shares held
1. Mr. Ketan Kothari - - 53451230
2. Mrs. Riddhi Tilwani 50000 - Nil
3. Mr. Nishant Ranka 50000 - Nil

The tenure of the Independent Directors is fixed in accordance with the requirementslaid down in the Companies Act 2013 and clari cations/circulars issued by the Ministry ofCorporate Affairs in this regard from time to time.

The Disclosures with respect to the remuneration of the director is given in theAnnexure - I of the Directors Report.

Disclosures regarding appointment/re-appointment of Directors:

The details of the directors who are being appointed/ reappointed are provided in theNotice to the Annual General Meeting.

4. Stakeholder's Relationship Committee:


The Stakeholder Relationship Committee comprises with following members as on 31 March2019:

Name of the Member Designation
1. Mr. Ketan Kothari Chairman Non-Executive Director
2. Mr. Nishant Ranka Member Independent Director
3. Mrs. Riddhi Tilwani Member Independent Director

Meetings & Attendance:

During the year under review the Committee met 4 (Four) times on 29th May 2018 13thAugust 2018 02nd November 2018 and 08th February 2019.

Name of the Committee Members along with their attendance is given below

Name of the Member Designation No. of meetings attended
1. Mr. Ketan Kothari Chairman 4 of 4
2. Mr. Nishant Ranka Member 4 of 4
3. Mrs. Riddhi Tilwani Member 4 of 4

Mr. Sunny Parekh Company Secretary of the Company has been designated as Compliance Ofcer (E-mail ID: nkurve for complying with the requirements of SEBI(LODR) Regulations 2015 with the Stock Exchanges.

Terms of Reference

The Committee focuses primarily on monitoring and ensuring that all investor servicesoperate in an efficient manner and that shareholder and investor grievances/complaintsincluding that of all other stakeholders are addressed promptly with the result that allissues are resolved rapidly and efficiently.

Details of Investor Complaints

Number of Complaints received from 01/04/2018 to 31/03/2019
Pending as on 01/04/2018 Received Redressed Pending as on 31/03/2019
Nil Nil Nil Nil


During the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc. The evaluation of theIndependent Directors was carried out by the entire Board and that of the Chairman and theNon-Independent Directors were carried out by the Independent Directors. The directorswere satisfied with the evaluation results which reflected the overall engagement of theBoard and its Committees with the Company.


The Company has received a declaration made by the Independent Directors of the Companythat they have ful lled the criteria given under Section 149(6) of the Companies Act 2013and other applicable provisions.


The Equity Shares of the Company are listed on BSE Limited. Further the Company haspaid necessary listing fees to BSE as per the Listing Agreement.


The Whistle Blower Policy is formulated to encourage all employees and directors of theCompany to report any unethical behavior actual or suspected fraud or violation of theCode of the Company and to provide a secure environment to such employees acting in goodfaith and safeguarding them from any adverse action by the management. This policy is inline with the requirements of the Listing Regulations of the Stock Exchange and theprovisions of Sub Section 9 of Section 177 of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 which stipulated that everylisted Company shall establish a "Vigil Mechanism".


The Code of Conduct for the directors and Senior Management Personnel of the Companyhave been laid by the Board and necessary declaration has been obtained from them. TheCompany has adopted amended ‘Code of Conduct' (including code of conduct ofIndependent Directors) and the terms & conditions for appointment of IndependentDirectors of the Company in the meeting of Board of Directors held on 12th November 2014.

A declaration signed by the Executive Director of the Company to this effect iscontained at the end of this report. The said Code is posted on the website of theCompany.


Your Company believes that sound ethical practices transparency in operations andtimely disclosures go a long way in enhancing long-term shareholders value whilesafeguarding the interest of all the stakeholders. It is this conviction that has led theCompany to make strong corporate governance values intrinsic in all operations. TheCompany is led by a distinguished Board which includes independent directors. The Boardprovides a strong oversight and strategic counsel. The Company has established systems andprocedures to ensure that the Board of the Company is well-informed and well-equipped tofulfill its oversight responsibilities and to provide management the strategic directionit needs to create long-term shareholders value.


(i) Related Party Transactions:

There are no transactions of materially significant nature that have been entered intoby the Company with the promoters directors their relatives and the management and inany Company in which they are interested that may have potential conflict with theinterest of the Company. The transactions entered into by the Company with related partiesin the normal course of business. The members may refer to the Notes to Accounts fordetails of Related Party Transactions. The Board of Directors of the Company on therecommendation of the Audit Committee has adopted a policy to regulate transactionsbetween the Company and its Related Parties in compliance with the applicable provisionsof the Companies Act 2013 the Rules there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. This policy was considered and approved by theBoard at its Meeting held on 12th November 2014. The policy has also been uploaded on thewebsite of the Company i.e. www.

(ii) Disclosure of Accounting Treatment:

The Company has followed the treatment laid down in the Accounting Standards prescribedby the Institute of Chartered Accountants of India in the preparation of financialstatements. There are no audit qualifications in the Company's financial statements forthe year under review.

(iii) Compliance:

The Company has complied with the requisite regulations relating to capital markets. NoPenalties/restrictions have been imposed on the Company by the Stock Exchange or SEBI orany other statutory authority on any matter related to capital market during the lastthree years.

(iv) Whistle Blower Policy:

In line with the best Corporate Governance practices the Company has in place a systemthrough which the directors and employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal. The employees and directors may report to the Compliance Of cerand have direct access to the Chairman of the Audit Committee. The Whistle-Blower Policyis placed on the website of the Company.

(v) Disclosure on Sexual Harassment of Women at Workplace:

The Company has no 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 Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. The Company has alsoconstituted an Internal Complaints Committee to consider and to redress complaints ofsexual harassment.

(vi) Prevention of Insider Trading Code:

As per SEBI (Prevention of Insider Trading) Regulation 1992 as amended the Companyhas adopted a Code of Conduct for Prevention of Insider Trading. All the directorsemployees at senior management and other employees who could have access to theunpublished price sensitive information of the Company are governed by this code. Thetrading window is closed during the time of declaration of results and occurrence of anymaterial events as per the Code. The Compliance Of cer is responsible for setting forthprocedures and implementation of the code for trading in Company securities. During theyear under review there has been due compliance with the said code.

(vii) Material Subsidiary policy:

The Company has framed policy for determining "material subsidiaries" toensure that Board of Directors has overall supervision of functioning of subsidiaries ofthe Company and to provide the governance framework for such subsidiaries. The policy hasbeen uploaded on the website of the Company i.e. www.

(viii) CEO/CFO Certi cation:

The certi cate certifying that the financial statements do not contain any materiallyuntrue statement and these statements represent a true and fair view of the Company'saffairs is annexed and forms part of the Annual Report.

(ix) Risk Management:

The Company has laid down the procedures to inform the members of the Board about therisk assessment and minimization procedures and the Board has also formulated RiskManagement Policy to ensure that the critical risks are controlled by the executivemanagement.

The Management Discussion & Analysis Report forms part of the Annual Report.


Your Company and its Directors wish to extend their sincerest thanks for theco-operation received from shareholders bankers and other business constituent during theyear under review. Your Directors also wish to place on record their deep sense ofappreciation for the commitment displayed by all employees of the Company.

For and on behalf of the Board of Directors

Ketan Kothari Place: Mumbai Chairman Date: 27thAugust 2019 (DIN: 00230725)

Annexure II

EXTRACT OF ANNUAL RETURN As on the financial year ended 31/03/2019

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]