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Gold Rock Investments Ltd.

BSE: 501111 Sector: Financials
NSE: N.A. ISIN Code: INE598F01014
BSE 00:00 | 15 Jun Gold Rock Investments Ltd
NSE 05:30 | 01 Jan Gold Rock Investments Ltd
OPEN 11.02
PREVIOUS CLOSE 11.02
VOLUME 25
52-Week high 11.02
52-Week low 10.50
P/E 0.27
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.02
CLOSE 11.02
VOLUME 25
52-Week high 11.02
52-Week low 10.50
P/E 0.27
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gold Rock Investments Ltd. (GOLDROCKINVES) - Director Report

Company director report

To

The Members of

Gold Rock Investments Limited

Your Directors have pleasure in presenting the Forty Second Annual Report togetherwith the audited financial statement of the Company for the financial year ended March 312021.

(FINANCIAL RESULTS (Under IND-AS)

The standalone performance of the Company for the financial year ended March 31 2021is summarized below:

(Amount in Rs.)

Particulars Year ended March 31 2021 *Year ended March 31 2020
(as per merged Annual Accounts)
Total Income 53445184 76275148
Total Expenses 14.001827 15532728
Profit before Tax & Exceptional Item 39443357 60742420
Less: Exceptional Item 14489 -
Profit before tax 39428868 60742420
Less: Provision for Tax
-Current Tax 7000000 9599676
- Deferred Tax 108840 105956
- Income Tax for Earlier Years 862528 --
- MAT Credit Entitlement - 79742
Profit / (Loss) for the year 31457500 50957046
Less:- CSR Liability 856989 --
Profit / (Loss) after Tax 30600511 50957046
Other Comprehensive Income for the year 112404262 30730416
Total Comprehensive Income for the year 143004773 81687462
Basic & Diluted 40.04 64.86

[performance overview and state of affairs

On standalone basis your Company earned the gross income of Rs. 53445184 asagainst Rs. 76275148 in the previous year. The total expenditure during the yearunder review was Rs. 14.001827 as against Rs. 15532728 in the previousyear. The Net Profit/ (Loss) after tax Rs. 30600511 as against Rs. 50957046 inthe previous year.

On consolidated basis your Company earned the gross income of Rs. 76608359 asagainst Rs. 77154960 in the previous year. The total expenditure during the yearunder review was Rs. 16124216 as against Rs. 67340374 in the previousyear. The Net Profit/ (Loss) after tax was Rs. 52250058 as against Rs. 61662061in the previous year.

There has been no change in the business of the Company during the financial year endedMarch 31 2021.

[COVID - 19 PANDEMIC

The COVID -19 pandemic is a once in a lifetime occurrence that has brought with itunimaginable suffering to people and to almost all section of the economy. When thepandemic struck and led to nationwide lockdowns to curtail the transmission of disease. Itwas natural to fear that the global economy would stay in extreme stress of the kind notseen the Great Depression and would have a long-lasting economic impact.

To counter the crippling impact of the lockdowns on economies the world's policymakershave resorted to fiscal and monetary measures never seen before in global economy history.It still remains to be seen if these relief measures sufficed and whether action taken byGovernments across the globe adequately compensated for the disruptions created in thelives of people.

Fortunately for India which is home to some of the largest vaccine makers in theworld the supply constraints should be limited and temporary. Moreover our experience inimplementing large scale vaccination programmes should help in vaccinating our vulnerablepopulation. Even so with many states in India witnessing a seriously full-blown secondsurge of COVID-19 the vaccination challenge is enormous.

In view of COVID-19 pandemic's current scenario in the Country your director s areevaluating further business opportunities in order to make the operations profitable.There will not be any negative impact of COVID-19 on the ability of the company to sustainits operations or liquidity; however there would certainly be an impact on itsprofitability which would be dependent on capital market conditions in future.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company form part of the Annual Report.

SUBSIDIARY

During the year under review Company has one subsidiary company:

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"Annexure-A" is attached to the financial statements of the Company.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.goldrockinvest.in.Further as per fourth proviso of the said section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the Companywww.goldrockinvest.in Shareholders interested in obtaining a copy of the audited annualaccounts of the subsidiary companies may write to the Company Secretary at the Company'sregistered office.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY.

Subsidiary Company

Seattle Online Private Limited: It earned gross income of Rs. 1298965/- asagainst Rs. 1533211/- in the previous year. The total expenditure during the yearunder review was Rs.1695126/- as against Rs. 1791488/- in the previousyear. The Net Loss was Rs. 1882290/- as against Net loss Rs. 1554101/- inthe previous year.

TRANSFER TO RESERVES

The Amount of 6120102/- has been transferred to NBFC Statutory Reserve as per theprovision of RBI Act 1934; it is not proposed to carry amount of profit to any otherreserves except the transfer of profit to NBFC Statutory Reserves.

DIVIDEND

The Board does not recommend any dividend for the financial year ended 31st March2021.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standard (‘IND AS') from April 01 2019with a transition date of April 01 2018. Accordingly the financial statement for the year2020-21 have been prepared in accordance with IND-AS prescribed under Section 133 of theAct read with relevant rules issued there under and the other recognized accountingpractices and policies to the extent applicable.

management discussion and analysis report

Management discussion and Analysis Report for the year under review as required underthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is forming part of this Annual Report.

particulars of loans guarantees and investments

The provisions of section 186 of the Act pertaining to investment and lendingactivities are not applicable to the company since the company is a Non-Banking FinancialCompany ("NBFC") whose principal business is acquisitions of securities. Duringthe year under review the Company has not provided any guarantee.

rbi prudential norms

Since the Company does not accept and hold any public deposits the Non- BankingFinancial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2007 are not applicable to the Company as regard to capital adequacyrequirement.

Directors and key managerial personnel

In accordance with the provision of the Act and the Article of Association of theCompany Mr. Kuruppath Narayanan Kutty Managing Director of the Company is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment. The Board of Directors on the recommendation of the Nomination andRemuneration Committee and based on report performance evaluation has recommendedre-appointment of Mr. Kuruppath Narayanan Kutty Managing Director of the Company is liableto retire by rotation.

During the year under review Mr. Kuruppath Narayanan Kutty held position as ManagingDirector Mr. Alok Mukherjee held position as Executive Director Mr. Sanjeev Kumar Jainheld position as Non-Executive Director Mr S. C. Aythora held position as IndependentDirector Ms. Komal Mundhra held position as Women Independent Director Mr. JitendraKumar Srivastava held position as Chief Financial Officer and Ms. Pooja Solanki heldposition as Company Secretary and Compliance Officer.

During the year under review Ms. Pooja Solanki was appointed as Company Secretary& Compliance Officer (KMP) of the Company with effect from February 14 2021 onaccount of resignation by Mr. Ketan Sethi from the position of Company Secretary &Compliance Officer (KMP).

Mr. Balkrishna Shriya (DIN: 00239612) Promoter & Non-Executive Non IndependentDirector ceased to be Director of the Company upon is date from April 29 2021.

During the year under review Ms. Komal Mundhra was appointed as Independent WomenDirector of the Company with effect from November 14 2020 on account of resignation byMrs. Smriti Mukherjee from the position of Independent Women Director.

Upon recommendation of the Nomination and Remuneration Committee the Board in itsMeeting held on November 14 2021 approved the appointment of Ms. Komal Mundhra(DIN:08923682) as an Independent Woman Director of the Company whose term expires at theensuing AGM for a first term of 5 (Five) consecutive years with effect from November 142020 upto and including November 13 2025 subject to approval of Members at the ensuingAGM of the Company. Ms. Komal Mundhra is not related to any Directors of the Company. TheBoard recommends the appointment of Ms. Komal Mundhra not liable to retire by rotation. Abrief profile of Ms. Komal Mundhra proposed to be appointed has been provided in theNotice convening the said 43th AGM of the Company.

Re-appointment of Mr Kuruppath Narayanan Kutty (DIN:00240670) as the Managing Directorof the Company for the period of 3 (Three) years w.e.f. August 01 2021 to July 31 2024in the Annual General Meeting by the Shareholders of the Company. The pursuant toRegulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations andDisclosures Requirements) Regulation 2015 as amended and other applicable provisions ifany of the Companies Act 2013 (the "Act") and Rules framed thereunder consentof the Members of th e Company be and is hereby accorded to continue and hold office ofManaging Director of the Company by Mr. Kuruppath Narayanan Kutty (Din: 00240670) (whoattain 75 years of Age on January 28 2021) till his current tenure of appointment i.e.upto July 31 2024.

After closing of the Financial Year the Board of Directors its meeting held on April21 2021 approved appointment of Mr Alok Mukherjee (DIN:00186055) as Executive Director ofthe Company in professional capacity for a period of 3 (Three Years) w.e.f. April 21 2021to April 20 2024 in the Annual General Meeting by the Shareholders of the Company.

The Appointment of Mr Sanjeev Kumar Jain (DIN:02281689) as Additional Non-ExecutiveDirector w.e.f July 28 2021 who hold office upto the date of the Annual General Meeting.

The Company has received declaration from all Independent Directors of the Companyconfirming that they meet the criteria of Independence prescribe under the Act and theListing Regulations.

number of meetings

A. BOARD MEETING

During the financial year ended March 31 2021 4 (four) meeting were held. The detailof Board Meetings and the attendance of the Directors are provided in the Report onCorporate Governance forming part of this report.

B. AUDIT COMMITTE

The Board has well-qualified Audit Committee the composition of which is in line withthe requirements of Section 177 of the Companies Act 2013 read with Regulation 18 of SEBILODR 2015. All the Members including the Chairperson of the Audit Committee areIndependent. They possess sound knowledge on Accounts Audit Finance Taxation InternalControls etc. The details viz Composition number of meetings dates of meetings andattendance of Directors at such meeting are included in the Corporate Governance Report.

During the year under review all the recommendations made by the Audit Committee wereaccepted by Board. 4 (Four) Audit Committee Meetings were convened and held during thefinancial year.

The Company Secretary and Compliance Officer of the Company acts as Secretary of theCommittee.

C. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration and Compensation Committeeas per the requirements prescribed under the provisions of Section 178 of the CompaniesAct 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015

During the year under review 4 (four) Nomination and Remuneration Committee Meetingswere convened and held during the financial year.

D. SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act 2013 and Regulation 20 ofSEBI LODR 2015 the company has constituted Stakeholders Relationship Committee. Thedetails of Composition of the Committee are included in the Corporate Governance Report.

During the year under review 4 (four) Share Transfer and Stakeholder RelationshipCommittee Meetings were convened and held during the financial year.

auditors

STATUTORY AUDITORS:

M/s S G N & Co Chartered Accountants (Firm Reg. No. 134565W) were appointed asStatutory Auditors of the Company to hold office from the conclusion of the Annual GeneralMeeting relating Financial Year 2016-17 till the conclusion of the Annual General Meetingrelated to the Financial Year 2021-22 of the Company to be held in the year 2022 at suchremuneration as may be fixed by the Board of Directors in consultation with the Auditorsthereof. The requirement for the annual ratification of auditor's appointment at theAnnual General Meeting has been omitted pursuant to Companies (Amendment) Act 2017notified on May 7 2018.

As per the provisions of Section 139 of the Act they have confirmed that they are notdisqualified from continuing as Auditors of the Company.

The Audit Report of M/s S G N & Co on the Financial Statements of the Company forthe Financial Year 2020-21 is a part of the Annual Report. The Report does not contain anyqualification reservation adverse remark or disclaimer.

The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory and do not call for anyfurther comment.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mrs. Bijal Kunaal Mehta Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure D". The Secretarial Audit Report for the financial yearended March 31 2021 does not contain any qualifications reservations or adverse remarks.The Secretarial Audit Report is annexed and forms part of this report.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company has appointed Mrs. Neeta Gupta CharteredAccountant as an Internal Auditor of the Company for the Financial Year 2021-22.

board evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings. In addition the Chairperson wasalso evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of non- IndependentDirectors performance of the board as a whole and performance of the Chairperson wasevaluated taking into account the views of executive directors and non-executiveDirectors.

POLICY ON APPOINTMENT AND REMUNERATION FOR DIRECTORS. KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulation (including any statutory modification(s) orre-enactment (s) thereof for the time being in force) and as per section 197 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The Nomination and Remuneration Committee of the Board has devised a policy forselection and appointment of Director Key Managerial Personnel and Senior ManagementEmployee and their Remuneration. The Committee has formulated the criteria for determiningqualifications positive attributes and independence of a Director which has been put upon the Company's website www.goldrockinvest.in.

[Internal Financial Control And Their Adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal control systems comprising of policies andprocedures are designed to ensure sound management of your Company's operationssafekeeping of its assets optimal utilization of resources reliability of its financialinformation and compliance. Based on the report of Internal Audit function correctiveactions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company have audited the financial statements included inthis annual report and has issued a report on our internal financial controls overfinancial reporting as defined in Section 143 of the Act.

A Certificate from the Managing Director and CFO of the Company in terms of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 inter alia confirming the correctness of the Financial Statements and Cash FlowStatements adequacy of the internal control for financial reporting and reporting ofmatters to the Audit committee is also forming part of this Annual Report.

[Disclosure About Cost Audit

The provision of Cost Audit as per section 148 of the Companies Act 2013 does notapplicable on the Company.

[Familiarization Program For Independent Directors

The Company at its various meetings held during the Financial year 2020-21 hadfamiliarized the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize them with the Company's policies proceduresand practices. Periodic presentations are made to the Board and Board Committee meeting onBusiness and performance updates of the Company Business strategy and risks involved.Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

The Familiarization Policy along with the details of familiarization program impartedto the Independent Directors is available on the website of the Company atwww.goldrockinvest.in.

Public Deposits

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not acceptedany deposits from the public during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the Reserve Bank of India(RBI). The company has neither accepted any public deposit in past or during the year.There are no unclaimed/unpaid deposit as of 31.03.2021. The company has complied with therelevant provisions relating to deposits under the Act and Rules framed their under.

Corporate social responsibility

During the FY 2020-21 the Corporate Social Responsibility (CSR) expenditure incurredby the Company was Rs. 856989/- The Annual Report on CSR activities undertaken duringthe financial year 2020-21 is in accordance with provisions of Companies Act 2013 andCompanies (Corporate Social Responsibility Policy) Rules 2014

Significant and material orders passed by the regulators or courts

Pursuant to Company's application dated September 23 2019 the Hon'ble special benchof National Company Law Tribunal (NCLT) Mumbai through video conferencing was pleased toallow the scheme of Amalgamation (scheme) under section 230 and 232 and other applicableprovision of the companies Act 2013 between the Company and its wholly owned subsidiariesfrom Appointed Date 1st April 2019 in the hearing on July 24 2020.

As per the information available with the Board of Directors there were no such orderspassed against the Company. There has been no significant and material order passed by theRegulators or Court or Tribunals impacting the going concern status and Company'soperations.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial year of the Company to which the FinancialStatement relate and the date of this report.

There was no change in company's nature of business during the FY 2020-21.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREDRESSAL) ACT. 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All women employees (permanent contractual temporary and trainee) are coveredunder this Policy. During the year 2020-21 no complaints on sexual harassment werereceived.

[share capital

The issued subscribed and paid-up Share Capital of the Company stood at Rs. 78.56 lacsas at 31st March 2021 comprising of 785600 Ordinary (Equity) Shares of Rs. 10 each fullypaid-up. There was no change in Share Capital during the year under review.

[affirmation on compliance of secretarial standards

The Company hereby affirms that during the year under review the Company has compliedwith all the applicable Secretarial standards i.e. SS-1 and SS-2 relating to‘Meetings of the Board of Directors' and ‘General Meetings' respectively(including any modifications or amendments thereto) issued by the Institute of CompanySecretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT- 2013

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

a. in the preparation of the annual financial statements for the year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. the Directors' have selected such accounting policies and applied them consistentlyand made judgment 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 the end of the financial year andof the profit of the Company for that period;

c. the Directors' have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d. the Directors' have prepared the annual accounts for the financial year ended March31 2021 on a going concern basis;

e. the Directors' have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

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

corporate governance

Your Company believes that Corporate Governance is the basis of stakeholdersatisfaction and therefore your Board continues to be committed to uphold the higheststandards of Corporate Governance and adhere to the requirements set out by the Securitiesand Exchange Board of India.

A separate section on Corporate Governance is annexed and forms part of this report.

vigil mechanism /whistle blower policy

As per the provision of Section 177 (9) of the Companies Act 2013 and Regulation 22of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI LODR 2015) the Company is required to establish aneffective Vigil Mechanism for Directors and Employees to report genuine concerns. In linewith this the Company has framed a Vigil Mechanism and a Whistle Blower Policy throughwhich the Directors

and Employees Franchisees Business Partners Vendors or any other third partiesmaking a Protected Disclosure under this Policy may report concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct &Ethics without fear of reprisal. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairperson of the Audit Committee. It is affirmed that no personnel of the Companyhave been denied access to the Audit Committee. The Whistle Blower Policy is placed on thewebsite of the Company at www.goldrockinvest.in.

code of conduct

The Company has in place a comprehensive Code of Conduct (‘the code') applicableto the Directors and employees. The Code is applicable to Non-executive Directorsincluding Independent Directors to such as extent as may be applicable to them dependingon their roles and responsibilities. The Code gives guidance and support needed forethical conduct of business and compliance of law. The Code reflects the core values ofthe Company.

prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amendedfrom time to time with a view to regulate trading in Securities by Directors andDesignated employees of the Company.

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.

extract of annual return

The extract of the Annual Return as provided under sub-section (3) of Section 92 in theForm MGT 9 for the financial year under review is annexed "Annexure-C" and formspart of this report.

related party transactions

During the year under review all contracts / arrangements / transactions entered bythe Company were in its Ordinary Course of the Business and on Arm's Length basis. Therewere no material transactions with any related party as defined under Section 188 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and also before the Board for approval.

Information on transactions with related parties pursuant to Section 134(3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is annexed"Annexure-B" and forms part of this report.

The Policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Board may be accessed on the Company's websitewww.goldrockinvest.in. The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and relatedparties.

listing of shares

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee forthe financial year 2020-21 has been paid to the BSE Limited (BSE).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the applicable provisions of Companies Act 2013 (hereinafterreferred to as "the Act") read with Investor Education and Protection Fund(Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referred to as the"IEPF Rules") no amount was required to be transferred to Investor Educationand Protection Fund during the year under review.

[particulars of employees

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

i. The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year 2020-21;

Independent Directors Ratio to median remuneration
Mr. S.C. Aythora -
Ms Komal Mundhra -
Managing Director -
Mr. K.N. Kutty 1.38

ii. The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary if any in the financial year;

Name Designation % increase in remuneration in the financial year i.e. 2020-21
Mr. K.N. Kutty Managing Director -
Mr. S.C. Aythora Independent Non-Executive Director
Mrs. Smriti Mukherjee (Resign dated 14/11/2020 Independent Non-Executive Director
Ms. Komal Mundhra (Appointment dated 14/11/2020) Non-Executive Director
Mr. Bal Krishna Shriya Non-Executive Director -
Mr. J.K. Srivastava Chief Financial Officer 5.41%
Mr Ketan Sethi (Resigned from the post of Company Secretary & Compliance Officer (KMP) as on 08.01.2021) Company Secretary and Compliance Officer
Ms. Pooja Solanki (Appointed as the post of Company Secretary & Compliance Officer (KMP) w.e.f. 14.02.2021) Company Secretary and Compliance Officer

iii. The percentage increase in the median remuneration of employees in the financialyear: 2.52%

iv. The number of permanent employees on the rolls of Company as on March 31 2021:

9v. Average percentile increases already made in the salaries of employees other than™ the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees in the financial year2020-21 was 2.52% However there was no increase in the salaries of Director(Managerial Personnel) during the year. The increments given to employees are based ontheir potential performance and contribution which is also benchmarked againstapplicable industry norms.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

vii. There are no employees falling within the purview of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 no such details arerequired to be given.

[PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

The company being Investment Company has nothing to report on energy conservation andtechnology absorption there is no foreign exchange outgoing

foreign exchange earnings and outgo

The Company earned Nil in foreign currency in the current financial year and in theprevious year.

insurance

The Company's assets have been insured.

Risk management

The details in respect of risks and concerns are included in the Management Discussion& Analysis which forms part of this report.

Director & chief financial officer certification

Certificate from Mr. J. K. Srivastava Chief Financial Officer as specified in Part Bof Schedule II of the SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 for the financial year ended March 31 2021 was placed before the Board of Directorsof the Company.

acknowledgment

The Board of Directors takes the opportunity to express its sincere appreciation forthe support and co-operation from its members Reserve Bank of India banks and Statutoryand Regulatory Authorities.

The Board also wishes to place on record their sincere appreciation of the contributionmade by the executives and employees at all levels for their dedication and commitment tothe Company throughout the year.

For and on behalf of the Board of Directors
Alok Mukherjee K.N. Kutty
Place: Mumbai Director Managing Director
Date: September 04 2021 DIN:00186055 DIN:00240670

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