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First Custodian Fund(I) Ltd.

BSE: 511122 Sector: Financials
NSE: N.A. ISIN Code: INE609B01018
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VOLUME 500
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P/E 9.43
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OPEN 54.50
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VOLUME 500
52-Week high 55.40
52-Week low 22.85
P/E 9.43
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

First Custodian Fund(I) Ltd. (FIRSTCUSTODIAN) - Director Report

Company director report

TO THE MEMBERS OF

THE FIRST CUSTODIAN FUND (INDIA) LIMITED

The Directors take pleasure in presenting the Thirty - Fifth Annual Report togetherwith the Audited Financial Statements for the year ended 31st March 2021.

1. FINANCIAL RESULTS

Key highlights of the financial results for The First Custodian Fund (India) Limitedfor the financial year 2020 - 21 is tabulated below:

(Rs. in Lacs)
PARTICULARS Year Ended 31/03/2021 Year Ended 31/03/2020
Gross Income 69.23 64.24
Total Expenditure 34.37 33.25
Interest Expenses 2.94 2.57
Gross Profit 31.92 28.42
Depreciation 7.37 8.69
Profit / (Loss) Before Tax 24.55 19.73
Less : Income Tax 8.00 4.30
Less /Add : Deferred Tax 0.57 1.85
Less : Income Tax Paid - W/ Off -0.04 -0.34
Net Profit / (Loss) After Tax 16.02 13.92
Add : Profit brought forward from previous year 892.68 878.76
APPROPRIATIONS 0.00 0.00
Profit Carried Forward to Balance Sheet 908.70 892.68

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE

• Total income for the financial year 2020 - 21 increased by 7.77% to Rs. 69.23Lacs as compared to Rs. 64.24 Lacs in the previous financial year 2019 - 20.

• Total Profit before Tax for the financial year 2020 - 21 is Rs. 24.55 Lacs ascompared to profit of Rs. 19.73 Lacs in the previous financial year 2019 - 20.

3. TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND

With a view to deploy the profits into the existing operations of your Company Boardof Directors has not recommended any dividend for the year.

5. BUSINESS OPERATIONS

Your Company is a member of National Stock Exchange (NSE) registered as Stock Brokerand carrying on the business in brokerage in shares. Your Company is an investor in sharesand also trades in futures & options. There was no change in nature of business ofyour Company during the year under review.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT 2013

No material changes and commitments which could affect your Company's financialposition have occurred between the end of the financial year of your Company i.e. 31stMarch 2021 and date of this report i.e. 30th June 2021.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021 was Rs.15000000/-. During the year under review your Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity. There was no changein your Company's share capital during the year under review. The Promoter and PromoterGroup are holding 788571 shares equivalent to 52.57% of the total Issued and Paid-upShare Capital.

8. DIRECTORS

8.1 Retirement by Rotation

Pursuant to Section 152(6) of the Companies Act 2013 and in terms of the Articles ofAssociation of your Company Mr. Giriraj Dammani (DIN: 00333241) Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment.

8.2 Appointment of Company Secretary and Compliance Officer

Your Company has at its Board Meeting held on 18th January 2021 appointedMrs. Sudha Jodhani as Company Secretary and Compliance Officer of the Company w.e.f. 18thJanuary 2021.

8.3 Re-appointment of Whole-Time Director and Managing Director

Your Company has at its Board Meeting held on 30th June 2020 re-appointedMr. Manish Banthia as Whole-Time Director & Chief Financial Officer of your Companyfor a period of five years w.e.f. 01st September 2020. The Members of theCompany at its 34th Annual General Meeting held on 10th December2020 have approved the same.

Your Company has at its Board Meeting held on 30th June 2020 re-appointedMr. Giriraj Dammani as Managing Director of your Company for a period of five years w.e.f.13th July 2020. The Members of the Company at its 34th AnnualGeneral Meeting held on 10th December 2020 have approved the same.

8.3 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of your Companypursuant to Section 2 (51) and Section 203 of the Act read with Rule 8 (5) (iii) of theCompanies (Accounts) Rules 2014 framed thereunder:

1. Mr. Manish Banthia Whole - Time Director & Chief Financial Officer

2. Mr. Giriraj Dammani Managing Director

3. Ms. Sudha Jodhani Company Secretary and Compliance Officer*

*Appointed w.e.f. 18th January 2021.

None of the Key Managerial Personnel have resigned during the year under review.

None of the Directors have attained the age of 75 years.

8.4 Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year your Company has held 5 (Five) Board Meetings which were held on 30thJune 2020; 28th August 2020; 11th November 2020; 18thJanuary 2021 and 09th February 2021. The maximum interval between any twomeetings exceeded 120 days on account of COVID 19. However the said requirement wasrelaxed by the Ministry of Corporate Affairs and Securities and Exchange Board of Indiafor the financial year 2020 - 21. As per Section 167 (1) (b) all the directors haveattended atleast one Board Meeting held during the financial year.

9. PARTICULARS OF EMPLOYEES

During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

10 DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Note 3 to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof your Company as at 31st March 2021 and of the profit of your Company forthe year ended on that date;

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

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

11. INTERNAL CONTROL SYSTEMS

Your Company maintains an adequate and effective Internal Control System commensuratewith its size and complexity. We believe that these internal control systems provideamong other things a reasonable assurance that transactions are executed with Managementauthorization and that they are recorded in all material respects to permit preparation offinancial statements in conformity with established accounting principles and that theassets of your Company are adequately safeguarded against significant misuse or loss.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES ORASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries JointVenture or Associate Companies during the financial year 2020 - 21.

13. DEPOSITS

Your Company has not accepted deposit from the public and shareholders falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014. Hence the requirement for furnishing details of deposits which arenot in compliance with the Chapter V of the Act is not applicable.

14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 are given in the Notes to the Financial Statements.

15. RELATED PARTY TRANSACTIONS

A Related Party Policy has been adopted by the Board of Directors for determining themateriality of transactions with related parties and dealings with them.

Further the members may note that your Company has not entered into the followingkinds of related party transactions:

- Contracts / arrangement / transactions which are not at arms' length basis

- Any Material contracts / arrangement / transactions [as per Regulation 23 of the SEBI(LODR) Regulations 2015]

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act 2013 is not applicable to your Company.

17. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is as under:

A. Conservation of Energy Technology absorption adaptation and innovation

Your Company is not engaged in any manufacturing activity. Your Company is in serviceindustry.

Hence your Company has not taken any energy conservation measures. There are noadditional investments and proposals for reduction of consumption of energy. Your Companyhas not deployed any Research and Development facility or absorbed any technology. Henceno disclosures are required to be given.

B. Foreign Exchange Earning & Outgo

Foreign Exchange Earnings/Outgo (Rs. In Millions)
Foreign Exchange Earned Nil
Foreign Exchange Outgo Nil

18. BUSINESS RISK MANAGEMENT

Your Company is a member of National Stock Exchange (NSE) registered as Stock Brokerand carrying on the business in brokerage in shares. Your Company is an investor in sharesand also trades in futures & options. The inheritant risks to the business of yourcompany are as follows:

a. Monetary Policy of the Country

b. Interest Rate Cycle

c. Fluctuation in crude oil and commodity prices

d. Changes in Government policies

e. Status of Indian & World Economy

The nature of risk is dynamic of business and entrepreneurship. Your Company has notformed Risk Management Committee since it is not applicable under Regulation 21 of theSEBI (LODR) Regulations 2015.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism policy to report concern about unethicalbehavior. Protected disclosures can be made by a whistle blower to report actual orsuspected frauds and mismanagement.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

21. AUDITORS

21.1 Statutory Auditors

Your Company's Auditors M/s. Vivek Khandor & Associates Chartered Accountants whoretire at the forthcoming Annual General Meeting of your Company are eligible forre-appointment. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for re-appointment as Auditors of your Company.As required under Regulation 33 of SEBI (LODR) Regulations 2015 the Auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. Also the disclosure required under Regulation36 (5) of SEBI (LODR) Regulations 2015 provided at the Explanatory Statement of theNotice of 35th AGM forming part of Annual Report.

The Auditors have also furnished a declaration confirming their independence as well astheir arm's length relationship with your Company as well as declaring that they have nottaken up any prohibited non-audit assignments for your Company. The Board reviews theindependence of the Auditors and the effectiveness of the Audit process. The Auditorsattend the Annual General Meeting of your Company.

21.2 Statutory Auditors' Observations

The Report given by the Auditors on the financial statements of your Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

21.3 Secretarial Audit

In terms of the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. P P Shah & Co. Practicing Company Secretaries as Secretarial Auditorsfor conducting Secretarial Audit of your Company for the financial year ended 31stMarch 2021.

The report of the Secretarial Auditor is attached as "Annexure A". TheSecretarial Audit Report does not contain any qualification reservation or adverse remarkexcept provided at point 21.4 below.

21.4 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary & Chief Financial Officer:

As per Section 203(1 )(ii)&(iii) the Company is required to appoint CompanySecretary & Chief Financial Officer. Further as per Regulation 6 (1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company is required toappoint a Company Secretary as its Compliance Officer. The Company has appointed ChiefFinancial Officer w.e.f. 30th June 2020 and Company Secretary / ComplianceOfficer w.e.f. 18th January 2021.

There was no Chief Financial Officer for the period beginning from 1stApril 2020 till 29th June 2020; there was no Company Secretary for the periodbeginning from 1st April 2020 till 17th January 2021. Consequentlythe Audited Annual Financial Statements for the financial year ended 31stMarch 2020 were not signed by Company Secretary and Chief Financial Officer as requiredunder Section 134 of the Companies Act 2013.

The Company had received notices from BSE Limited imposing fine in respect of nonappointment of Company Secretary as Compliance Officer during the financial year ended 31stMarch 2021 in terms of Regulation 6 (1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

In this regard the management of the Company has provided the following reply:

(i) The Company has appointed Mr. Chandrakant Pandey as Compliance Officer of theCompany who looks after the compliance of the Companies Act 2013 and the SEBI Act andrules made thereunder;

(ii) The Company has availed the services of Practicing Company Secretary for advisingon compliance of Companies Act 2013 and SEBI Act and rules made thereunder;

(iii) The Volume and Scope of work for the Company Secretary and Chief FinancialOfficer are less and it is not a full time work and the job of Company Secretary and ChiefFinancial Officer are not attractive commensurate with the scope of work and salary.

(iv) The Company has regularized the compliances by appointing Chief Financial Officerw.e.f. 30th June 2020 and Company Secretary / Compliance Officer w.e.f. 18thJanuary 2021.

(v) The Company had replied to BSE Limited to waive the fine imposed by them in respectof non-appointment of Company Secretary. The matter is pending with BSE Limited.

B. Constitution of Audit Committee & Nomination and Remuneration Committee:

As per Section 177 and 178 of the Act the Company is required to constitute AuditCommittee & Nomination and Remuneration Committee. The Company has not constitutedAudit Committee & Nomination and Remuneration Committee. In this regard themanagement of the Company has provided the following reply:

(i) The Volume and Nature of business is very small. The Company does not have thefunction of Audit Committee & Nomination and Remuneration Committee.

C. Appointment of Internal Auditor:

As per Section 138 of the Act the Company is required to appoint Internal Auditor. TheCompany has not appointed Internal Auditor. In this regard the management of theCompany has provided the following reply:

(i) The size of operation of the Company is very small accordingly it is not viableto appoint Internal Auditor but the Company has established the internal control system.

D. Website Posting:

As per the various sections of the Companies Act 2013 regulations of the SEBI (LODR)Regulations 2015 and Secretarial Standard - 2 the Company is required to post variousinformation / policies on the website of the Company. The Company has not posted someof the information /policies on the website of the Company. In this regard themanagement of the Company has provided the following reply:

(i) The Company is filing regularly all the information with BSE and all theinformation is available on the website of BSE.

E. Separate Meeting of Independent Directors and Performance Evaluation:

As per Section 178 read with Schedule IV of the Companies Act 2013 the Company isrequired to convene a separate meeting of Independent Directors. The Company is alsorequired to conduct performance evaluation of its Chairman Committees Executive and NonExecutive Directors including Independent Directors. The Company has not convened aseparate meeting of Independent Directors. The Company has also not conducted performanceevaluation of its Chairman Board Committees Executive and Non Executive Directorsincluding Independent Directors.

In this regard the management of the Company has provided the following reply:

(i) The Company has not appointed Independent Directors since the volume and nature ofbusiness of the Company is very small.

(ii) Since no independent director appointed in the Company no performance evaluationwas done.

F. Composition of Board of Directors:

The present constitution of Board of Directors is represented by 2 Executive Directorand 1 Non-Executive Promoter Director. As per Section 149 of the Companies Act 2013 theCompany is required to appoint Independent Director and Woman Director. The Company hasnot appointed Independent Director and Woman Director. In this regard the managementof the Company has provided the following reply:

(i) The Volume and Nature of business is very small. Therefore it is not viable toappoint Independent Director and Woman Director.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditors have reported to the Audit Committee of the Board under Section 143 (12) of theAct any instances of fraud committed against your Company by its officers or employeesthe details of which would need to be mentioned in this Report.

23. COST RECORDS

The provisions of Section 148 of the Companies Act 2013 and Companies (Cost Recordsand Audit) Rules 2014 (hereinafter referred to as 'Rules') in respect of maintenance anaudit of cost records are not applicable to Company.

24. COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors affirms that your Company has complied with the applicableSecretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1and SS2) respectively relating to Meetings of the Board its Committees and GeneralMeeting which have mandatory application during the year under review.

25. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 read with Rule12 of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn in Form MGT - 9 of your Company for the financial year ended 31st March2021 is annexed herewith as "Annexure B".

26. HUMAN RESOURCES

The relations of the employees of your Company have been cordial during the year.Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening your Company's Polices and Systems. YourCompany maintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.

27. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safeoperations. Your Company's policy requires conduct of operations in such a manner so asto ensure safety of all concerned compliances of environmental regulations andpreservation of natural resources.

28. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

29. GREEN INITIATIVES

In view of Covid 19 pandemic the Ministry of Corporate Affairs vide its circular no.17 / 2020 dated 13th April 2020 circular no. 20 / 2020 dated 5thMay 2020 and circular No. 02/2021 dated 13th January 2021 and SEBI vide itscircular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/ 2020/79 dated 12th May2020 and no. SEBI/HO/CFD/CMD2/CIRIP/2021 /11 dated 15th January 2021 hasdispensed with the requirement of sending hard copy of full annual report to theshareholders.

Electronic copies of the Annual Report 2020-21 and Notice of the 35th AnnualGeneral Meeting are sent to all members whose email addresses are registered with yourCompany / Depository Participant(s). Members who have not registered their email addresscan do so by following the steps as mentioned in the notes of notice of 35thAnnual General Meeting. Alternatively they are requested to download the copy of theAnnual Report from the website of the Company at www.firstcustodianfund.com or BSELimited i.e. www.bseindia.com or write to the Company at g_damani@rediffmail.comor sudha_jodhani@yahoo.in .

Your Company provides e-voting facility to all its members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant to theSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Amendment Rules 2015.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is an investor in shares and also trades in futures & options. Thesize of operation of your Company is very small. Hence your Company has decided not toprovide Management Discussion and Analysis Report for the financial year ended 31stMarch 2021.

31. CORPORATE GOVERNANCE

As per Regulation 15(2) of the SEBI (LODR) Regulations 2015 the provisions ofCorporate Governance are non-mandatory to the following class of Companies:

a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 Crore and Networth not exceeding Rs. 25 Crore as on the last day of the previous financial year;

Provided that where the provisions of Regulation 27 becomes applicable to a company ata later date such company shall comply with the requirements of Regulation 27 within sixmonths from the date on which the provisions became applicable to the company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITPPlatforms. The Paid-up Share Capital of your Company is Rs. 1.50 Crores as on 31stMarch 2021. The Reserve and Surplus is Rs. 9.44 Crores. Accordingly the Paid-up Capitaland Net Worth is below the prescribed limit for mandatory applicability of CorporateGovernance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations 2015. YourCompany has decided not to opt for compliance of Regulation 27 for the time being. Theletter for the same has been filed with BSE on 30th June 2021.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company firmly believes in providing a safe supportive and friendly workplaceenvironment - a workplace where our values come to life through the supporting behaviours.Positive workplace environment and a great employee experience are integral part of ourculture. Your Company believes in providing and ensuring a workplace free fromdiscrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and inthe event of any occurrence of an incident constituting sexual harassment your Companyprovides the mechanism to seek recourse and redressal to the concerned individualsubjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in placeto provide clarity around the process to raise such a grievance and how the grievance willbe investigated and resolved. An Internal Complaints Committee has been constituted inline with the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

No complaint has been raised during the year ended 31st March 2021.

33. WTD (CFO) AND MD CERTIFICATION

Certificate from Mr. Manish Banthia Whole - Time Director & Chief FinancialOfficer and Mr. Giriraj Dammani Managing Director pursuant to provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year underreview was placed before the Board of Directors of your Company at its meeting held on 30thJune 2021. The certificate is attached and form part of this Report.

34. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Pradip Shah of M/s. P P Shah & Co. Practicing Company Secretaries has issueda certificate as required under the SEBI (LODR) Regulations 2015 confirming that none ofthe Directors on the Board of your Company have been debarred or disqualified from beingappointed or continuing as Director of companies by the SEBI / Ministry of CorporateAffairs or any such statutory Authority. The certificate is attached and form part of thisReport.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company has availed the exemption for compliance of Corporate Governance clause asper Regulation 15 (2) (a) of the SEBI (LODR) Regulations 2015. As per Regulation 24Ayour

Company is required to take Annual Secretarial Compliance Report from PracticingCompany Secretary which shall cover a broad check on compliance with applicable SEBIRegulations and circulars / guidelines issued thereunder on annual basis.

Exemption as per Regulation 15 (2) (a) includes Regulation 24A. Hence obtaining AnnualSecretarial Compliance Report from Practicing Company Secretary is not applicable to yourCompany.

36. INDIAN ACCOUNTING STANDARDS (IND-AS)

Your Company has followed the relevant Accounting Standards notified by the Companies(Indian Accounting Standards) Rules 2015 while preparing its Standalone FinancialStatements.

37. CAPITAL EXPENDITURE

No Capital Expenditure was incurred during the year.

38. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March 2021 your Company has paid a sum of Rs.2.20 Lacs to the Statutory Auditor.

39. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company under the Insolvency andBankruptcy Code 2016.

40. ONE TIME SETTLEMENT WITH BANKS

The Company has not made any settlement with banks or financial institutions.

41. PLEDGE OF SHARES

None of the equity shares of the Directors / Promoters of your Company are pledged withany banks or financial institutions.

42. LISTING WITH STOCK EXCHANGES

Your Company is listed with BSE Limited and your Company has duly paid the listing feesto the Exchange.

43. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of your Company viz. customersmembers banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof your Company for their unstinted commitment and continued contribution to your Company.

44. CAUTIONARY STATEMENT

Statements in the Board's Report describing your Company's objectives expectations orforecasts may be forward-looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.

For and on behalf of the Board of Directors

Manish Banthia Giriraj Dammani
Place: Mumbai Date: 30th June 2021 Whole - Time Director and Chief Financial Officer Managing Director

.