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Himalaya Granites Ltd.

BSE: 513723 Sector: Others
NSE: HIMGRANITE ISIN Code: INE464C01024
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NSE 05:30 | 01 Jan Himalaya Granites Ltd
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VOLUME 202
52-Week high 31.50
52-Week low 26.95
P/E 315.56
Mkt Cap.(Rs cr) 13
Buy Price 57.00
Buy Qty 50.00
Sell Price 29.50
Sell Qty 100.00
OPEN 28.40
CLOSE 28.40
VOLUME 202
52-Week high 31.50
52-Week low 26.95
P/E 315.56
Mkt Cap.(Rs cr) 13
Buy Price 57.00
Buy Qty 50.00
Sell Price 29.50
Sell Qty 100.00

Himalaya Granites Ltd. (HIMGRANITE) - Director Report

Company director report

for the financial year 2018-19

Dear Shareholders

Your Directors have the pleasure in presenting the 31st Annual Report on the businessand operations of the Company and the Audited Financial Statements of the Company for thefinancial year ended March 31 2019.

1. FINANCIAL HIGHLIGHTS (Amount in ')

Particulars 2018-19 2017-18
Revenue from Operations - -
Other Income 7704806 7376349
Profit/(Loss) before Finance Cost Depreciation & Amortization Expenses and Tax Expenses 1275018 (2421190)
Less : Finance Cost - -
Less : Depreciation & Amortization Expenses 1268883 1268883
Profit/(loss) before tax 6135 (3690073)
Less: Provision for Taxation - -
Profit/(loss) for the year 6135 (3690073)
Add: Other Comprehensive Income (Net of Taxes) (64862) -
Total Comprehensive Income (Net of Taxes) (58727) (3690073)
Balance brought forward from earlier years (37467081) (33777008)
Balance carried to Balance Sheet (37525808) (37467081)

2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

During the year under review your Company continued to let out part of its factorysheds and office space. The closure of the Company's unit has posed a challenge for theCompany to resume operations. Your Directors are exploring alternate avenues to make theCompany operative.

3. DIVIDEND

Considering the losses incurred by the Company (total comprehensive Income beingnegative) in the current financial year and accumulated losses your Directors have notrecommended any dividend for the financial year under review.

4. SUBSIDIARIES AND ITS PERFORMANCE

Your Company had no subsidiaries Joint Venture or Associate Company during the yearunder review.

5. TRANSFER TO GENERAL RESERVE

In view of the accumulated losses no transfer is proposed to the General Reserve.

6. BOARD OF DIRECTORS

Your Company has received declarations from all the Independent Directors viz. Mr.Mahesh Kumar Malpani [DIN: 02603222] and Mr. Beni Gopal Saraf [DIN: 00267858] confirmingthat they meet the criteria of independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Mathangi Ramanujam [DIN: 07095686] Non-Executive Directorof the Company will retire by rotation at the ensuing Annual General Meeting (AGM) andbeing eligible offers herself for re-appointment. The Board recommends her reappointmentat the ensuing AGM.

During the financial year 2018-19 Mr. Saurabh Mittal Non-Executtve Chairman of theCompany resigned from the Company effective from the close of business hours of August 042018. There was no other change in the composition of Board of Directors of the Company.None of the Directors of your Company is disqualified from being appointed as a directorunder the provisions of Section 164(2)(a) & (b) of the Companies Act 2013.

7. CHANGES IN SHARE CAPITAL

During the year under review there was no change in the share capital of the Company.

8. KEY MANAGERIAL PERSONNEL

There was no appointment or resignation of any Key Managerial Personnel (KMP) duringthe year under review.

As on March 31 2019 the Company has the following Whole -time KMPs:

1. Mr. Ramesh Kumar Haritwal (Managing Director & CEO)

2. Mr. Jayasankar Ramalingam (Chief Financial Officer)

3. Mr. Hariom Pandey (Company Secretary)

9. MEETINGS OF THE BOARD

During the financial year 2018-19 four (4) meetings of the Board of Directors of theCompany were held on May 30 2018 August 13 2018 November 13 2018 and February 142019. The composition of the Board of Directors and their attendances at the BoardMeetings held during the financial year 2018-19 were as below:

Name of the Directors and Director Identification Number [DIN] Category of Directorship

No. of Board Meetngs

Held Attended
Mr. Saurabh Mittal* [DIN:00273917] Non-Executive Chairman Promoter Director 4 1
Mr. Ramesh Kumar Haritwal [DIN:01486666] Managing Director & CEO 4 4
Mr. Beni Gopal Saraf [DIN:00267858] Non-Executive- Independent Director 4 4
Mr. Mahesh Kumar Malpani [DIN:02603222] Non-Executive- Independent Director 4 4
Ms. Mathangi Ramanujam [DIN: 07095686] Non-Executive Director 4 4

* Mr. Saurabh Mittal resigned from the Company with effect from the close of businesshours of August 04 2018.

10. PERFORMANCE EVALUATION

Pursuant to the provisions of the Schedule IV and other relevant provisions ofCompanies Act 2013 and Regulation 25(3)&(4) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Independent Directors in their separatemeeting held on March 30 2019 have evaluated the performance of Non-IndependentDirectors Chairperson of the Company after considering the views of the Executive andNon-Executive Directors Board as a whole and assessed the quality quantity andtimeliness of flow of information between the Company's Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. The Nominationand Remuneration Committee has also carried out evaluation of performance of everyDirector of the Company. On the basis of evaluation made by the Independent Directors andthe Nomination and Remuneration Committee and by way of individual and collective feedbackfrom the Non-Independent Directors the Board has carried out the annual performanceevaluation of the Directors individually as well as evaluation of the working of the Boardas a whole and Committees of the Board.

The criteria for evaluation are outlined below:

a. For Independent Directors:

- Knowledge and skills

- Professional conduct

- Duties role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion and judgements

- Attendance and active participation in meetings of Board and Committees of the Boardand Members of the Company

- Assistance in implementing corporate governance practices

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

- Study of agenda in depth prior to Meeting

- Contribution towards the formulation and implementation of strategy for achieving thegoals of the Company

b. For Executive & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating business opportunity and analysis of Risk Reward Scenarios

- Professional conduct and Integrity

- Sharing of Information with the Board

- Attendance and active participation in the Board and Committee of the Board andMeetings of Members of the Company

- Whether difference of opinion was voiced in the meeting

- Whether Executive Directors were able to answer the queries raised by IndependentDirectors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

- Assistance in formulation of statutory and non-statutory policies for the Company

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

- Alignment of Company's resources and budgets to the implementation of theorganization's strategic plan

- Creativity and innovations in creating new products

- Understanding of the business and products of the Company

c. For Committees of the Board:

- Adequate and appropriate written terms of reference

- Volume of business handled by the committee set at the right level

- Whether the committees work in an 'inclusive' manner

- Effectiveness of the Board's Committees with respect to their role composition andtheir interaction with the Board

- Are the committees used to the best advantage in terms of management developmenteffective decision etc.

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and development and strategy

- Contribution to ensuring robust and effective risk management

- Composition of the Board and its committees appropriate with the right mix ofknowledge and skills sufficient to maximize performance in the light of future strategy

- Effectiveness of inside and outside Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

- Updation with latest developments in regulatory environments and the market in whichthe Company operates

- Role and functioning of the Board on the matters pertaining to financial reportingand internal controls

- Contribution of the Board for ensuring that the Company is adhere to the statutoryand regulatory compliances as applicable to the Company

The Directors expressed their satisfaction with the evaluation process.

11. AUDIT COMMITTEE

As on March 31 2019 the Audit Committee of the Company comprises of three memberswith two Independent Directors namely Mr. Mahesh Kumar Malpani (Chairman) Mr. Beni GopalSaraf and one Executive Director namely Mr. Ramesh Kumar Haritwal Managing Director &CEO. The Committee inter alia reviews the Internal Control System and reports ofInternal Auditors and compliance of various Regulations. The Committee also reviews theFinancial Statements before they are placed before the Board. The brief terms of referenceof the Committee and the details of the Committee meetings are provided herein below:

Terms of reference for the Audit Committee:

Powers of Audit Committee

The Audit Committee shall have powers which should include the following:

1. To investigate any activity within its terms of reference.

2. To seek information required from any employee.

3. To obtain external legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise if it considersnecessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors except those which are specifically prohibited;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:

i. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of Section 134 ofthe Companies Act 2013;

ii. Changes if any in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment bymanagement;

iv. Significant adjustments made in the financial statements arising out of auditfindings;

v. Compliance with listing and other legal requirements relating to financialstatements;

vi. Disclosure of any related party transactions;

vii. Modified opinion(s) in the draft audit report

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

8. Approval or any subsequent modification of transactions of the Company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

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

11. Evaluation of internal financial controls and risk management systems;

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

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate;

20. Carrying out any other function as may be referred to by the Board or mandated byregulatory provisions from time to time;

21. Reviewing the utilization of loans and/or advances from/investment by the holdingcompany in the subsidiary exceeding rupees 100 crore or 10% of the asset size of thesubsidiary whichever is lower including existing loans/advances/investments.

Review of information by Audit Commitiee

1. The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutoryauditors;

d. Internal audit reports relating to internal control weaknesses;

e. The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the Audit Committee; and

f. Statement of deviations:

i) quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulations 32(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

ii) annual statement of funds utilized for purposes other than those stated in theoffer document/ prospectus/notice in terms of Regulation 32(7) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Meetings and attendance:

During the financial year 2018-19 four (4) meetings of the Audit Committee were heldon May 30 2018 August 13 2018 November 13 2018 and February 14 2019 and theattendance of the Committee Members were as under:

Name of the Committee Members Category

No. of Meetings

Held Attended
Mr. Mahesh Kumar Malpani Non-Executive -Independent Director 4 4
Mr. Beni Gopal Saraf Non-Executive -Independent Director 4 4
Mr. Ramesh Kumar Haritwal Executive- Non-Promoter Director 4 4

12. NOMINATION AND REMUNERATION COMMITTEE

As on March 31 2019 the Nomination and Remuneration Committee of the Companycomprises of three Directors namely Mr. Mahesh Kumar Malpani (Chairman) Mr. Beni GopalSaraf and Ms. Mathangi Ramanujam. The brief terms of reference of the Committee and thedetails of the Committee meetings are provided herein below:

Terms of reference for the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall be responsible for among other thingsas may be required by the Company from time to time the following:

1. To formulate criteria for:

a. determining qualifications positive attributes and independence of a director;

b. evaluation of independent directors and the Board of Directors.

2. To devise the following policies on:

a. remuneration including any compensation related payments of the directors keymanagerial personnel and other employees and recommend the same to the board of theCompany;

b. board diversity laying out an optimum mix of executive independent andnon-independent directors keeping in mind the needs of the Company.

3. To identify persons who are qualified to:

a. become directors in accordance with the criteria laid down and recommend to theBoard the appointment and removal of directors;

b. be appointed in senior management in accordance with the policies of the Company andrecommend their appointment or removal to the HR Department and to the Board.

4. To carry out evaluation of the performance of every director of the Company;

5. To specify the manner for effective evaluation of performance of Board itscommittees and individual directors to be carried out either by the Board by theNomination and Remuneration Committee or by an independent external agency and review itsimplementation and compliance;

6. To express opinion to the Board that a director possesses the requisitequalification(s) for the practice of the profession in case the services to be rendered bya director are of professional nature.

7. To carry out such other business as may be required by applicable law or delegatedby the Board or considered appropriate in view of the general terms of reference and thepurpose of the Nomination and Remuneration Committee.

8. To decide whether to extend or continue the term of appointment of the independentdirector on the basis of report of performance evaluation of independent directors;

9. To recommend to the board all remuneration in whatever form payable to seniormanagement.

Meetings and attendance:

During the financial year 2018-19 one (1) meeting of the Nomination and RemunerationCommittee was held on May 30 2018 and the attendance of the Committee Members were asunder:

Name of the Committee Members Category

No. of Meetings

Held Attended
Mr. Mahesh Kumar Malpani Non-Executive -Independent Director 1 1
Mr. Beni Gopal Saraf Non-Executive -Independent Director 1 1
Ms. Mathangi Ramanujam Non-Executive -Director 1 1

Summary on Nomination and Remuneration Policy of the Company

The Board of Directors has adopted the revised Remuneration Policy on therecommendation of the Nomination and Remuneration Committee in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 read with Part D ofSchedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. This Policy applies to all the "Executives" of the Company and is validfor all employment agreements entered into after the approval of the Policy and forchanges made to existing employment agreements thereafter. In keeping with the provisionsof Section 178 the remuneration structure of the Company comprises of fixed remuneration(including fixed supplements) performance-based remuneration (variable salary) such aspension schemes where applicable other benefits in kind and severance payment whereapplicable. Further the Policy states that the Non-Executive Directors and IndependentDirectors of the Company may receive remuneration only by way of fee and reimbursement ofexpenses for participation in meetings of the Board or Committee thereof and profitrelated commission as may be permissible by the applicable law. Additionally the Policyalso lays down the overall selection criteria for the Executives of the Company which isbased on broad heads such as competencies capabilities compatibility stronginterpersonal skills commitment among others.

13. STAKEHOLDERS' RELATIONSHIP COMMITTEE

As on March 31 2019 the Stakeholders' Relationship Committee of the Company consistsof two Independent Directors namely Mr. Beni Gopal Saraf (Chairman) and Mr. Mahesh KumarMalpani as member of the Committee. The brief terms of reference of the Committee and thedetails of the Committee meetings are provided herein below:

Terms of reference for the Stakeholder's Relationship Committee:

i. To ensure proper and timely attendance and redressal of grievances of securityholders of the Company in relation to:

a. Transfer/transmission of shares

b. Non-receipt of annual reports

c. Non-receipt of declared dividends

d. Issue of new/duplicate certificates

e. General meetings

f. All such complaints directly concerning the shareholders / investors as stakeholdersof the Company; and

g. Any such matters that may be considered necessary in relation to shareholders andinvestors of the Company.

ii. Reviewing the measures taken for effective exercise of voting rights byshareholders.

iii. Reviewing the adherence to the service standards adopted by the Company in respectof various services being rendered by the Registrar & Share Transfer Agent.

iv. Reviewing the various measures and initiatives taken by the Company for reducingthe quantum of unclaimed dividend and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the Company.

v. Formulation of procedures in line with the statutory guidelines to ensure speedydisposal of various requests received from the shareholders from time to time;

vi. To review and / or approve applications for transfer transmission transpositionand mutation of share certificates including issue of duplicate certificates and newcertificates on split / sub-division / consolidation / renewal and to deal with allrelated matters;

vii. To review and approve requests of dematerialization and rematerialisation ofsecurities of the Company and such other related matters;

viii. Appointment and fixing of remuneration of RTA and overseeing their performance;

ix. Review the status of the litigation(s) filed by/against the security holders of theCompany;

x. Review the status of claims received for unclaimed shares;

xi. Recommending measures for overall improvement in the quality of investor services;

xii. Monitoring implementation and compliance with the Company's Code of Conduct forProhibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading)Regulations 2015;

xiii. Review the impact of enactments/ amendments issued by the MCA/ SEBI and otherregulatory authorities on matters concerning the investors in general;

xiv. Such other matters as per the directions of the Board of Directors of the Companyand/ or as required under Regulation 20 read with Part D of Schedule II of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time.

Meeting and attendance :

During the financial year 2018-19 two (2) meetings of Stakeholders' RelationshipCommittee were held on August 13 2018 and March 30 2019 and the attendance of CommitteeMembers were as under:

Name of the Committee members Category

No. of meetings

Held Attended
Mr. Beni Gopal Saraf Non-Executive - Independent Director 2 2
Mr. Mahesh Kumar Malpani Non-Executive - Independent Director 2 2

The table below gives the number of Shareholders Complaints received resolved andpending during the financial year 2018-19.

Number of Complaints:

Received Resolved Pending
Nil Nil Nil

14. INDEPENDENT DIRECTORS AND THEIR MEETING

As on March 31 2019 there were two (2) Independent Directors in the Company as perfollowing details:

Mr. Mahesh Kumar Malpani [DIN: 02603222]

Mr. Beni Gopal Saraf [DIN: 00267858]

During the year under review one (1) meeting of Independent Directors was held onMarch 30 2019 where both the Independent Directors of the Company were present.

15. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas in place a 'Whistle Blower Policy' to establish Vigil Mechanism for Directors andemployees to report their genuine concerns or grievances. The Policy is revised from timeto time to realign it with applicable regulations or organisations suitability. ThisPolicy provides a platform to disclose information confidentially and without fear ofreprisal or victimization where there is reason to believe that there has been seriousmalpractice fraud impropriety abuse or wrong doing within the Company. The Companyensures that no personnel have been denied access to the Audit Committee.

16. RISK MANAGEMENT

The Company is taking necessary steps to identify assess monitor and mitigate variousrisks to its key business objectives. Major risks to be identified by the business andfunctions if any would be systematically addressed through mitigating actions on acontinuous basis.

17. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls procedures to be followed bythe Company which ensure compliance with various policies practices and statutes. TheAudit Committee of the Board from time to time evaluated the internal financial controlof the Company with regard to-

1. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well-laid manuals for suchgeneral or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

3. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

4. The existing assets of the Company are verified/checked at reasonable intervals andappropriate action is taken with respect to differences if any.

5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.

18. CORPORATE SOCIAL RESPONSIBILITY

During the year under review the compliance under Section 135 of the Companies Act2013 was not applicable to the Company. Further considering the financial and otherfactors your Company could not take any initiative in this regard.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered into during the financial year 2018-19were on arm's length basis and in ordinary course of business. The particulars of materialrelated party transactions which were entered into on arm's length basis are provided inForm AOC- 2 as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 which is annexed herewith as"Annexure-I". There are no materially significant related party transactionsmade by the Company which may have potential conflict with the interest of the Company.

20. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) read with 134(5) of the Companies Act2013 the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31 2019the applicable Indian Accounting Standards have been followed along with properexplanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in Note 1 ofSignificant Accounting policies to the Financial Statements and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year as onMarch 31 2019 and of the profit /loss of the Company for that period;

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

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

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.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. March 31 2019 and upto the date ofthis report. Further it is hereby confirmed that there has been no change in the natureof business of the Company.

22. PUBLIC DEPOSITS

During the period under review the Company did not invite or accept any deposits fromthe public in terms of Chapter V of the Companies Act 2013.

23. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 513723. The Company confirms that the annual listing fees to the stock exchange forthe financial year 2019-20 have been duly paid.

24. LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Details of loans granted guarantees given and investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 are givenin the financial statement of the Company forming a part of this Annual Report.

25. AUDITORS AND THEIR REPORT

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. S. Mahendra& Co. Chartered Accountants has been appointed as Statutory Auditors for a period of5(five) years from the conclusion of 29th Annual General Meeting ll the conclusion of the34th Annual General Meeting (AGM) as approved by the members at their 29th Annual GeneralMeeting held on 25th September 2017.

(b) Secretarial Auditors:

The Board of Directors of the Company at their Meeting held on February 14 2019appointed Mr. Dilip Kumar Sarawagi Practicing Company Secretary Proprietor of M/s. DKS& Co. having office at 173 M.G. Road 1st

Floor Kolkata-700007 to conduct the Secretarial Audit of the Company for thefinancial year 2018-19. The Secretarial Audit Report in Form No. MR-3 for the financialyear ended March 31 2019 is annexed herewith as "Annexure-II".

(c) Cost Auditors:

Your Company was not required to appoint Cost Auditor for the financial year endedMarch 31 2019.

(d) Internal Auditors:

The Board of Directors has appointed M/s. AS & Associates Cost Accountants asInternal Auditors of the Company to carry out internal audit of the Company. The AuditCommittee periodically reviews the Internal Audit report.

26. RESPONSE TO AUDITORS' REMARKS

There is no qualification reservation adverse remark or disclaimer made by theStatutory Auditors in their report and hence no explanation or comments of the Board isrequired in this matter.

There is no qualification reservation adverse remark or disclaimer made by theSecretarial Auditor in the Secretarial Audit Report.

27. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as required under Section 134(3)(a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 isprovided in Form No. MGT- 9 as "Annexure-III" to this report.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Owing to closure of manufacturing facility of the Company your Company has no activityrelating to conservation of energy and technology absorption as stipulated in Rule 8(3) ofthe Companies (Accounts) Rules 2014. However your Company uses information technology inits operations and also continues its endeavour to improve energy conservation andutilisation safety and environment. Further there was no Foreign Exchange Earnings andoutgo during the year under review.

29. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as "Annexure-IV".

30. FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

There was no employee in the Company during the year under review except the Directorsand KMPs and hence the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 were not applicable to the Company.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

During the period under review there were no significant and material orders passed byany regulator /court /tribunal impacting the going concern status and the Company'soperations in future.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year 2018-19 pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is givenas a separate statement in the Annual Report.

34. NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT AS PER THE SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The compliance with the provisions of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 regarding CorporateGovernance Report is not mandatory to your Company presently. In view of the same theCorporate Governance Report is not provided in the Annual Report.

35. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(a) Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year: Nil

(b) Number of shareholders who approached the Company for transfer of shares fromsuspense account during the year: Nil

(c) Number of shareholders to whom shares were transferred from suspense account duringthe year: Nil

(d) Aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year: Nil

(e) The voting rights on these shares shall remain frozen till the rightful owner ofsuch shares claims the shares: Not applicable

36. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

Your Company has complied with all applicable provisions of the Secretarial Standardsissued by The Institute of Company Secretaries of India (ICSI) on Board Meetings andGeneral Meetings.

37. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks and appreciation to financialinstitutions vendors clients investors Central Government State Governments otherregulatory authorities and other stakeholders for their continuing support andCo-operation.

For and on behalf of the Board of Directors

Ramesh Kumar Haritwal Mathangi Ramanujam
Managing Director & CEO Non-Executive Director
[DIN: 01486666] [DIN: 07095686]

Place: New Delhi

Date: May 29 2019