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Hytone Texstyles Ltd.

BSE: 514258 Sector: Industrials
NSE: N.A. ISIN Code: INE926D01012
BSE 05:30 | 01 Jan Hytone Texstyles Ltd
NSE 05:30 | 01 Jan Hytone Texstyles Ltd

Hytone Texstyles Ltd. (HYTONETEXSTYLES) - Director Report

Company director report

Dear Members

The Directors of the Company are pleased to present the 31st Annual Reporton the business and operations of the Company together with the Audited FinancialStatement for the financial year ended March 31 2020.

1. Financial Summary:

The Company's performance during the financial year ended March 31 2020 as compared tothe previous financial year is summarized below: Amount in

Particulars 2019-20 2018-19
Revenue from Operations 29136769 28243958
Other Income 4061598 2778696
Gross Income 33198367 31022654
Expenditure 17095238 16428335
Finance Charges 4455955 4786407
Depreciation 2632989 2662909
Total Expenditure 24184182 23877651
Net Profit before tax and exceptional item 9014185 7145003
Exceptional item -2316964 -
Net Profit before tax 6697221 -
Provision for tax - -
Net Profit after 6697221 7145003

2. State of Company's Affairs:

The Company's performance was satisfactory during the year. Your Directors are hopefulthat the Company will perform better in the ensuing years. In the meantime Company hasearned its income by way of rental income.

3. Dividend:

With a view to conserve the resources for current as well as future businessrequirements and expansion plans your Board is of the view that the current year's profitbe ploughed back into the operations and hence no dividend is recommended for thefinancial year ended March 31 2020.

4. Transfer to reserves:

The Company does not propose to transfer amount to the general reserve out of theamount available for appropriation and considered it appropriate to retain the same in theprofit and loss account.

5. Nature of Business:

During the year under review there was no change in the nature of business.

6. Material changes and commitments

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.

7. Details of Subsidiary/Joint Ventures/Associate Companies:

As on March 31 2020 the Company does not have any subsidiary/joint venture/associatecompanies. Accordingly the requirements pursuant to Section 129(3) of the Companies Act2013 read with Rule 5 of the Companies (Accounts) Rules 2014 is not applicable.

8. Share Capital:

The paid-up Equity Share Capital of the Company as at March 31 2020 stood at Rs53000000/-. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued shares with differential voting rightssweat equity shares nor has it granted stock options. As on March 31 2020 none of thedirectors of the Company hold instruments convertible into equity shares of the Company.During the financial year 2019-20 there is no change in the Share Capital of the Company.

9. Disclosures in respect of voting rights not directly exercised by employees:

No disclosure is required under Section 67(3)(c) of the Companies Act 2013 read withRule 16(4) of Companies (Share Capital and Debentures) Rules 2014 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid section are not applicable.

10. Indian Accounting Standard (IND AS):

As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards (‘Ind AS') from 1st April 2017 with a transitiondate of 1st April 2016. The financial results for the year 2019-20 have beenprepared in accordance with IND AS prescribed under Section 133 of the Companies Act2013 read with the relevant rules issued thereunder and the other recognized accountingpractices and policies to the extent applicable.

11. Secretarial Standards:

Pursuant to the approval given on 10th April 2015 by the Central Governmentto the Secretarial Standards specified by the Institute of Company Secretaries of Indiathe Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from 1st July 2015. The said standards werefurther amended w.e.f. 1st October 2017. The Company is in compliance with thesame.

12. Business Responsibility Report:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable toyour Company for the financial year ended March 31 2020.

13. Management Discussion and Analysis Report:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis (MDA) is required to be annexed to this report. There is nothing to mention inthis report as the Company has disposed off its assets of its plant and machinerypertaining to the Textile Division. So the company has not annexed the ManagementDiscussion and Analysis to the Board's report.

14. Corporate Governance Report:

The Company constantly endeavors to follow best Corporate Governance guidelines andbest practices and disclose the same transparently. The Board is conscious of its inherentresponsibility to disclose timely and accurate information on the Company's operationsperformance material corporate events as well as on the leadership and governance mattersrelating to the Company. The Company has put in place an effective corporate governancesystem which ensures that the provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 are duly compliedwith.

As per Regulation 34(3) read with Schedule V(c) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a report on Corporate Governance inaccordance with Listing Regulations along with a certificate from M/s UKG

& Associates Chartered Accountants Statutory Auditors (Firm RegistrationNo.123393W) of the Company are annexed hereto and forms part of the Report. The auditor'scertificate for the financial year 2019-20 does not contain any qualificationreservation adverse remark or disclaimer.

All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the financial year 2019-20. A declaration to this effect signed by theManaging Director of the Company is contained in this Annual Report. The Managing Directorand CFO have certified to the Board with regard to the financial statement and othermatters as required under regulation 17(8) of the SEBI Listing Regulations 2015.

15. Directors and Key Managerial Personnel:

The Board of Directors consists of four members of which two are IndependentDirectors. The Board also comprises of one woman Director. As on March 31 2020 the KeyManagerial Personnel of the Company under Section 203 of the Companies Act 2013 are Mr.Amrut T Shah Chairman and Managing Director Mr. Vijay Sagvekar Chief Financial Officerand Ms. Riddhi Thakkar Company Secretary and Compliance Officer.

As per the provisions of Section 152(6) of the Companies Act 2013 and the Company'sArticles of Association Mr. Amrut Shah (DIN: 00259420) shall retire by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointmentas a Director of the Company.

The following policies of the Company are attached herewith:

a) Policy for selection of Directors and determining Directors independence as AnnexureI; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees asAnnexure II.

16. Disclosure Relating to Remuneration of Directors and Key Managerial Personnel

The remuneration paid to the Directors is in accordance with the Remuneration Policyformulated in accordance with Section 178 of the Companies Act 2013. The details ofremuneration paid to the Directors including Executive Directors of the Company are givenin Form MGT-9 forming part of the Directors Report.

17. Directors Responsibility Statement:

The Board of Director of the Company confirms that:

a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

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

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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; and

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

18. Number of Meeting of the Board

Four meetings of the Board were held during the year. The details of the number ofmeetings held and attended by each Director are provided in the Corporate GovernanceReport which forms part of this Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

19. Independent Directors' Meeting

In compliance with the requirements of Schedule IV of the Companies Act 2013 ameeting of the Independent Directors was held on 25th February 2020.

The Independent Directors carried out performance evaluation of Non-IndependentDirectors and the Board of Directors as a whole performance of Chairman of the Companythe quality contents and timelines of flow of information between the Management andBoard based on the performance evaluation framework of the Company.

20. Declaration of Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and there is no change in their status of independence. As required under Section 149(7)of the Companies Act 2013 the said declaration was placed in the Board Meeting held onJune 30 2020.

21. Familiarization Programme

The Company has put in place an induction and familiarization programme for all itsDirectors including the Independent Directors so as to associate themselves with thenature of the industry in which the Company operates. Directors are periodically advisedabout the changes effected in the Corporate Laws Listing Regulations with regard to theirroles rights and responsibilities as Director of the Company. The familiarisationprogramme for Independent Directors in terms of the provisions of Regulation 46(2)(i) ofListing Regulations is uploaded on the website of the Company.

22. Board Evaluation:

The Company has devised a Policy for performance evaluation of the Board of DirectorsBoard Committees and Directors including Chairman Executive Directors Non-executiveDirectors and Independent Directors. Pursuant to the provisions of the Companies Act 2013and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a structured questionnaire was prepared after taking intoconsideration the various aspects of the Board's functioning composition of the Board andits Committees culture execution and performance of specific duties obligations andgovernance including the procedure prescribed under SEBI Circular dated January 5 2017 onGuidance Note on Board Evaluation.

The Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Committee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee.

The performance evaluation of the Chairman and Non-Independent Directors was carriedout by Independent Directors. The reports on performance evaluation of the IndividualDirectors were reviewed by the Nomination and Remuneration Committee and the Chairman ofthe Board held discussions with each Board member and provided feedback to them on theevaluation outcome. The Board of Directors expressed their satisfaction with theevaluation process.

23. Internal Financial Controls:

The Company has an adequate internal control system commensurate with the size andscale of its business operations.

The Company has appointed Internal Auditors who periodically audit the adequacy andeffectiveness of the internal controls laid down by the management and suggestimprovements. The Audit Committee of the Board of Directors approves the annual internalaudit plan periodically reviews the progress of audits as per approved audit planscritical internal audit findings presented by internal auditors status of implementationof audit recommendations if any and adequacy of internal controls.

The Audit Committee takes due cognizance of the observations made by the auditors andgives their suggestions for improvement. The suggestions of the Audit Committee are alsotaken into account for further strengthening of the control systems.

24. Risk Management Policy:

Your Company recognizes that the risk is an integral part of business and is committedto managing the risks in proactive and efficient manner. Your Company periodicallyassesses the risks in the internal and external environment along with treating the risksand incorporates risk management plans in its strategy business and operational plans.

The business plan for the future are devised and approved by the Board keeping in mindthe risk factors which can significantly impact the performance of the particularbusiness. All major capital expenditures commitments are subject to scrutiny by the Boardand investments are permitted only on being satisfied about its returns or utility to theCompany. There are no risks which in the opinion of the Board threaten the existence ofthe Company.

The Company has formulated and implemented a Risk Management Policy that outlines theframework and procedures to assess and mitigate the impact of risks. Under the guidance ofthe Board of Directors of the Company and Key Managerial Personnel who are conversant withrisk management systems and procedures have been entrusted with the risk management of theCompany in accordance with the formulated policy. The Audit Committee has additionaloversight in the area of financial risks and controls. All risks are systematicallyaddressed through mitigating actions on a continuing basis.

25. Audit Committee:

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms the part of this report.

26. Audit Committee Recommendations:

During the financial year 2019-20 there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.

27. Establishment of Vigil Mechanism / Whistle Blower Policy:

As per the provisions of Section 177 of the Companies Act 2013 the Company hasadopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to theemployees to bring to the attention of the management any issues which is perceived to bein violation of or in conflict with the fundamental business principals of the Company.The policy is also posted on the website of the Company.

The employees are free to report to the management concerns about unethical behavioractual or suspected fraud or violation of the codes of conduct or corporate governancepolicy or any improper activity to the Audit Committee of the Company or Chairman of theCompany.

The Whistle Blower Policy has been appropriately communicated within the Company. Thepolicy empowers the Chairman of the Audit Committee/Chairman of the Company to investigateany protected disclosure including matters concerning financials/accounting etc. receivedfrom the employees under this policy.

During the financial year 2019-20 the Company has not received any complaint throughVigil Mechanism. The Whistle Blower Policy is available on the Company's website.

28. Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated Nomination and Remuneration Policy for determining the criteria for determiningqualifications positive attributes and independence of a director and also criteria fordetermining the remuneration of directors key managerial personnel and other employees.

The key objectives of the Policy are to lay down the criteria for appointment andremuneration of Directors Key Managerial Personnel and Executives at Senior Managementlevel and recommend to the Board their appointment and also to formulate criteria forevaluation of performance of Independent Directors and the Board and to devise a policy onBoard diversity.

The Policy inter-alia includes criteria for determining qualifications positiveattributes independence of a director and expertise and experience required forappointment of Directors KMP and Senior Management.

As per the Policy the remuneration / compensation to the Whole time Directors shall berecommended by the Nomination and Remuneration Committee to the Board for its approval.However the remuneration compensation to Whole-time Directors shall be subject to theapproval of the shareholders of the Company and Central Government wherever required. Thepolicy is available on the Company's website.

29. Corporate Social Responsibility Committee

Since the Net Profit Net worth and the Turnover of the Company for the year underreview is less than Rupees Five Crore Rupees Five Hundred Crore and Rupees One ThousandCrore respectively the constitution of Corporate Social Responsibility (CSR) Committee isnot applicable as per the provisions of Section 135 of the Companies Act 2013 read withRule 3 of Companies (Corporate Social Responsibility Policy) Rules 2014.

30. Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act 2013 the members ofthe Company at the 28th Annual General Meeting held on 30thSeptember 2017 appointed M/s. UKG & Associates Chartered Accountants (FirmRegistration No.123393W) as Statutory Auditors of the Company from the conclusion of 28thAnnual General Meeting till the conclusion of 33rd Annual General Meetingcovering one term of five consecutive years subject to ratification by the members ateach intervening Annual General Meeting.

According to the Companies (Amendment) Act 2017 notified by the Ministry of CorporateAffairs on May 7 2018 the requirement of ratification of Statutory Auditors by themembers of the company at every Annual General Meeting has been done away with. Thereforeno resolution has been proposed for their ratification at the ensuing AGM. They haveconfirmed that they are not disqualified from continuing as Statutory Auditors of theCompany.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Statutory Auditors' Reportfor the year 2019-20 does not contain any qualification reservation adverse remark ordisclaimer made by Statutory Auditor. There is no incident of fraud requiring reporting bythe auditors under Section 143(12) of the Companies Act 2013.

31. Auditors Report:

The report contains the remark regarding the statutory dues which are payable relatingto property tax as below and there are no other reservation or adverse remarks in report.

Name of the Statute Nature of the Dues Amount (Rs) Period amount relates to which the Forum where dispute is pending
Maharashtra Municipal Corporation Act 1949 Property Tax 15511966/- From 2005 to 2012 Assessor and Collector Navi Mumbai Municipal Corporation

The board had discussed the same qualification in their meeting and get decide toresolve the qualification as soon as possible.

32. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of the Company have appointed M/s DSSM & Co. LLP Chartered Accountant asInternal Auditors {FRN: W100065} of the Company. The Audit

Committee of the Board of Directors in consultation with the Internal Auditorformulates the scope functioning periodicity and methodology for conducting the internalaudit.

33. Cost Auditors

During the year under review the Company has not carried on any manufacturingactivities. Hence no cost audit was required to be conducted.

34. Secretarial Auditor and Secretarial report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company have re-appointed Teena Dedhia & Associates Practising CompanySecretary {COP: 9214} to conduct the Secretarial Audit for the financial year 2019-2020.The Secretarial Audit Report for the year 2019-2020 issued by her in the prescribed formMR-3 is attached as Annexure III to this Report.

Secretarial auditor's remarks and Management explanation to auditor's remarks:

The Directors refers to the auditor's observations in the secretarial audit report andas required under section 204(1) of the Companies Act 2013 the company has obtained asecretarial audit report.

1. Publication of results audited and unaudited in newspaper:

The Company has not been doing that since the financial position of the company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through stock exchange.

2. Demat of promoter's shareholding:

Promoters of the Company are in the process of getting their shareholding in dematform.

35. Reporting of Fraud

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

36. Transaction with related Parties:

All contracts / arrangements / transactions entered by the Company during the financialyear with Related Parties were in its ordinary course of business and on arms' lengthbasis. Pursuant to section 177 of the Companies Act 2013 and regulation 23 of SEBIListing Regulations 2015 all Related Party Transactions were placed before the AuditCommittee for its approval. There are no materially significant related party transactionsmade by the Company with Promoters Key Managerial Personnel or other designated personswhich may have potential conflict with interest of the Company at large.

The policy on related party transactions as approved by the Board is uploaded on theCompany's website. The Company's management ensures total adherence to the approved Policyon Related Party Transactions to establish Arm's Length Basis without any compromise.

Your Directors draw attention of the members to Note 36 to the financial statementwhich sets out related party disclosures.

37. Extract of Annual Return:

As provided under section 92(3) of companies Act 2013 the extract of annual return isgiven in Annexure IV in the prescribed Form MGT-9 which forms part of this report. Theweblink for the Annual Return placed on the Company's website is

38. Particulars of employee:

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: A. Ratio of remuneration of each Director to the median employee'sremuneration for the financial year.

Name of director Designation Ratio
Mr. Amrut T. Shah Chairman & Managing Director 29.79

B. Percentage increase in remuneration of each director and Key Managerial personnel:

Name Designation % increase
Mr. Amrut T. Shah Chairman & Managing Director 0.00
Mr. Vijay Sagvekar Chief Financial Officer 2.26
Ms. Riddhi Thakkar Company Secretary 0.00

C. The Percentage increase in the median remuneration of the employee: 2.06% D. Totalnumber of permanent employees: 9

E. Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in managerial remuneration: Averagedecrease in made in the salaries of employees other than the key managerial personnelduring the year is 5.73 % There are no other exceptional circumstances to increase in theremuneration of key managerial personnel and increase in the remuneration has been inaccordance with the Company's policy. The increment given to each individual employee isbased on the employees' potential experience as also their performance and contributionto the Company's progress over a period of time.

F. The company affirms that the remuneration is as per the remuneration policy of theCompany.

Disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable to any of employees of the company.

39. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3)of the Companies (Accounts) Rules 2014 for the year ended March 31 2020 is given below:

(A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy –The Company has notcontinued with any manufacturing or processing activity. Considering the nature ofCompany's business there is no reporting to be made on conservation of energy in itsoperations.

(ii) the steps taken by the Company for utilising alternate sources of energy –NIL

(iii) the capital investment on energy conservation equipments – NIL

(B) Technology Absorption:

(i) the efforts made towards technology absorption – NIL

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution – NIL

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- Not applicable

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and

(iv) the expenditure incurred on Research and Development – NIL

(B) Foreign Exchange Earnings and Outgo:

Current Year Previous year
Foreign Exchange Outgo Nil Nil
Foreign Exchange Earnings Nil Nil

40. Particulars of Loans Guarantees or Investments:

There were no loans guarantees given by the company under section 186 of the CompaniesAct 2013 during the year under review and hence the said provision is not applicable. Thedetails of investment made are enumerated in the Notes to Accounts.

41. Deposits from public:

During the year under review your Company has not accepted or renewed any Depositwithin the meaning of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and as such there are no outstanding deposits interms of the Companies (Acceptance of Deposits) Rules 2014. Hence the requirement offurnishing details of deposits which are not in compliance of Chapter V of the Act is notapplicable.

42. Prevention of Sexual Harassment of women at workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and rules made there under yourCompany has adopted a Sexual Harassment Policy for women to ensure healthy workingenvironment without fear of prejudice gender bias and sexual harassment. The Board ofDirectors of the Company state that the Company has also complied with provisions relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.

The Board states that during the year under review there were no cases or complaintsfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Also there were no cases of child labour forced labourinvoluntary labour and discriminatory employment.

43. Green Initiative

Electronic copy of the Annual Report 2019-20 and the Notice of the 31stAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / depository participant. To support "Green Initiative" members whohave not yet registered their email addresses are requested to register the same withtheir depository participants (DPs) in case the shares are held by them in electronicform. Members holding shares in physical mode and who have not updated their emailaddresses with the Company/Link Intime India Private Limited Registrar and Transfer Agentof the Company are requested to update their email addresses by writing to the Company or to Link Intime India Private Limited along with the copy of the signed request letter mentioningthe name and address of the Member self-attested copy of the PAN card and self-attestedcopy of any document (eg.: Aadhar Card Driving License Election Identity Card Passport)in support of the address of the Member. In case of any queries / difficulties inregistering the e-mail address Members may write to

Your Directors would like to draw your attention to Section 20 of the Companies Act2013 read with the Companies (Management and Administration) Rules 2014 as may beamended from time to time which permits paperless compliances and also service of notice /documents (including annual report) through electronic mode to its members.

To support this green initiative we hereby once again appeal to all those members whohave not registered their e-mail addresses so far are requested to register their e-mailaddress in respect of electronic holding with their concerned Depository Participantsand/or with the Company.

44. General:

Your Directors state that no disclosures or reporting is required in respect of thefollowing items:

1. Issue of shares including sweat equity shares and ESOS to employees of the Companyunder any scheme including ESOS.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Reporting requirements under Rules 56 and 8(1) of the Companies (Accounts) Rules2014 since the Company did not have any subsidiary during the year.

4. The Company does not have any Employees' Stock Option Scheme.

5. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

6. No significant or material orders were passed by the regulators or Courts orTribunals which impact the going concern status and Company's operation in future.

7. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

45. Acknowledgement:

Your Directors place on record their deep sense of appreciation of the dedication ofthe Company's employees at all levels and are confident they will maintain theircommitment to excellence in the coming years.

Your Directors also express their deep appreciation of the support received from theGovernment and other Regulatory authorities.

Your Directors also thank you our valued shareholders the Financial InstitutionBanks Dealers Agents and customers for their continued trust in the Company and itsmanagement.