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IM+ Capitals Ltd.

BSE: 511628 Sector: Financials
NSE: N.A. ISIN Code: INE417D01012
BSE 00:00 | 26 Nov 81.55 -0.40
(-0.49%)
OPEN

81.25

HIGH

84.85

LOW

81.10

NSE 05:30 | 01 Jan IM+ Capitals Ltd
OPEN 81.25
PREVIOUS CLOSE 81.95
VOLUME 253
52-Week high 105.80
52-Week low 38.50
P/E 20.24
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 81.25
CLOSE 81.95
VOLUME 253
52-Week high 105.80
52-Week low 38.50
P/E 20.24
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IM+ Capitals Ltd. (IM+CAPITALS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 30th Annual Report on thebusiness and operations of the Company along with Audited Standalone and ConsolidatedFinancial Statements for the Financial Year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

(Rs. In Lakhs)

Particulars (Standalone) (Consolidated)
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 230.00 383.26 422.32 601.67
Other Income 96.68 16.68 124.08 16.09
Total Revenue 326.68 399.94 546.40 617.76
Total Expenses (88.61) (305.19) (197.34) (466.87)
Profit before Tax 238.07 94.75 349.06 150.90
Add: Share of (Profit)/ Loss of Other Partner in LLP - - (73.32) 0.75
Tax Expenses (56.33) (28.29) (106.05) (43.61)
Profit After Tax for the year 181.74 66.46 169.69 108.04
Paid up Capital 350.15 350.15 350.15 350.15

2. FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

Information on the operational and financial performance of the Company is given in theManagement Discussion and Analysis Report which is annexed to the Report and is inaccordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations").

3. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Listing Regulations and applicable provisions of theCompanies Act 2013 read with the Rules issued thereunder the Consolidated FinancialStatements of the Company for the financial year 2020-21 have been prepared in compliancesof the applicable Accounting Standards and on the basis of audited financial statements ofthe Company its subsidiaries and associated companies as approved by the respectiveBoard of Directors.

4. DIVIDEND

The money retained shall be ploughed back for Company's expansion program and to carryon the business activities of the Company. In view of the above your Directors are not ina position to declare any dividend on Equity Shares.

5. TRANSFER TO RESERVES

During the financial year 2020-21 Company has not transferred any amount to theGeneral Reserves.

6. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and or commitments affecting the financial position ofthe Company between the end of the financial year i.e. March 31 2021 and the date of theReport.

7. OPERATING RESULTS AND BUSINESS OPERATIONS

The Company has achieved Revenue from Operations of Rs. 230.00 Lakhs during thefinancial year 2020-21as compared to Rs. 383.26 Lakhs during the financial year 2019-20.Decrease in revenues is mainly on the account of decrease in operations of the Company.

The operating profit (profit after tax) increased by Rs. 115.29 Lakhs in financial year2020-21. The tax expenses of the Company for current year are Rs. (56.32) Lakhs (includingdeferred tax credit of Rs. 7.64 Lakhs) as compared to Rs (7.22) Lakhs in the previousyear.

Earnings per Share (EPS) of the Company for the FY 2020-21 is Rs. 5.19/- as against Rs.1.90/- in F.Y 2019-20 as per Standalone financial statement of the Company. While Earningsper Share (EPS) of the Company for the F.Y 2020-21 is Rs. 4.85/- as against Rs. 3.09/- inFY 2019-20 as per consolidated financial statement of the Company.

8. HUMAN RESOURCES DEVELOPMENT

The Company has continuously framed policies & adopted structures that help toattract the best external talent and promote internal talent to higher roles &responsibilities. The company is focused to improve the knowledge ability skills andother talents of employees which in turn provides for an open work environment fosteringcontinuous improvement and development that helped several employees realize their careeraspirations.

As a result IM+ Capitals Limited HR department has strengthened its impact in itsday-to-day functioning and is raising its standard of excellence to ensure timelyavailability of necessary talent and capabilities and engage and help employees to performsustainably and in maximizing the growth of employees & organizationas a whole.

9. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2020-21 the Company has not received any complaints on sexual harassment and also nocomplaint is pending on sexual harassment.

10. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com)

The following documents among others have been placed on the website in compliance withthe Companies Act 2013 and other statutory requirements:

Details of unpaid dividend as per IEPF (Uploading of information regarding unpaid andunclaimed amounts lying with companies) Rules 2012 as per Section 124(2);

Financial Statements including consolidated financial statements of the Company alongwith all other documents required as per Section 136(1);

Details of the Vigil Mechanism as per Section 177(10);

The terms and conditions of appointment of the independent directors as per ScheduleIV.

11. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report and Management Discussion and Analysisreport are attached and form part of the Annual Report.

12. STATUTORY AUDITORS AND SECRETARIAL AUDITORS

Statutory Auditors

M/s O. Aggarwal & Co. Chartered Accountants H-3/11-A Krishna Nagar Delhi-110051 the Statutory Auditors of the Company having firm registration number 005755Nwith the Institute of Chartered Accountants of India appointed for a period of a year forthe financial year 2021-22 and same will be approved by the members of the Company at the30th AGM.

Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 30th AGM.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Chetna Bhola & Associates Company Secretaries as the SecretarialAuditor of the Company to undertake Secretarial Audit of the Company for FY 2020-21.TheSecretarial Audit Report is annexed herewith as annexure.

Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder your Company has appointed M/s. Punam Gupta & Associates CharteredAccountants as the Internal Auditors of the Company for Financial year 2020-21 and takestheir suggestions and recommendations to improve and strengthen the internal controlsystems.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

In view of the nature of activities being carried out by the Company the disclosureconcerning energy conservation measures technology absorption and Research &Development efforts are not applicable to the Company.

Further during the year under review Company has no Foreign exchange earnings andoutgo.

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) or reenactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/Board/ Committees was carried out and the same was based onquestionnaire and feedback from all the Directors on the Board as a whole Committees andon self-evaluation basis.

Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.

Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors ("Annual Independent Directorsmeeting") was convened on 12/02/2021 which reviewed the performance of the Board (asa whole) the non-independent directors and the Chairman. After convening the Annual IDmeeting the collective feedback of each of the Independent Directors was discussed by theChairman of the NRC with the Board's Chairman covering performance of the Board as awhole; performance of the non-independent directors and performance of the Board Chairman.

15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.Company has One (01) wholly owned Subsidiary M/s IM+ Investments & Capital PrivateLimited as on March 31 2021.

Further the Report on the performance and financial position of each the subsidiaryassociate and joint venture and salient features of the financial statements in theprescribed form AOC-1 is annexed to this Report.

16. ON- GOING ACQUISITION

FEDDERS ELECTRIC & ENGINEERING LIMITED

The Company has submitted a resolution plan for acquisition of Fedders Electric &Engineering Limited ("FEEL") a Company currently undergoing corporateinsolvency resolution process ("CIRP") under the provisions of the Insolvencyand Bankruptcy Code 2016 ("IBC"). The Committee of Creditors of FEEL("CoC") unanimously approved the Resolution Plan with 74.61% of its votingrights. Subsequently the National Company Law Tribunal reserved their order regarding theapproval of Resolution Plan vide passing a Interim order dated July 28 2021. The finalorder of the NCLT is still awaited. Fedders Electric and Engineering Limited is a PublicLimited Company incorporated in India in the year 1957 and is currently listed on NationalStock Exchange of India Limited and BSE Limited. Fedders Electric is recognised as thepioneer and wee-established name in providing customized solutions on a turnkey basis inthe areas of infrastructure involving manufacturing engineering designing of SteelStructures Engineering Procurement & Construction (EPC) for Power ProjectsManufacturing and supply of towers for wind turbines and Environment Control Systems orindustrial and customized applications.

17. REGISTRAR AND TRANSFER AGENT OF THE COMPANY

M/s Link Intime India Pvt Ltd having its office at Noble Heights 1st Floor Plot No.NH 2 LSC C-1 Block Near Savitri Market Janakpuri New Delhi-110058 was appointed asRegistrar and share transfer agent (RTA) for the financial year 2020-21.

18. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Mr. Vishal Singhal (DIN: 03518795) was appointed as Additional director of Company on02/11/2020 in place of Mr. Pradeep Misra who resigned from the office of directorship on02/11/2020.

Further Mr. Vishal Singhal was appointed as Whole Time Director of the Company w.e.f.10/11/2020.

Ms. Tanya Singhal (DIN: 08930315) was appointed as Additional director of Company on02/11/2020 in place of Ms. Richa Misra who resigned from the office of directorship on02/11/2020.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Vishal Singhal (DIN: 03518795) retires by rotation at theensuing annual general meeting. Being eligible he has offered himself for re-appointmentas such and seeks re-appointment. The Board of Directors recommends his re-appointment onthe Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re-appointment/ appointment as Director are also annexed to the Noticeconvening the annual general meeting.

There being no other change apart from mentioned above from the end of financial yearto the date of notice.

Key Managerial Personnel

Ms. Shikha Mehra Chawla resigned from the post of Company Secretary of the Company witheffect from 28/12/2020 and Ms. Sakshi Goel was appointed as Company Secretary of Companywith effect from 30/06/2021 to fill the vacancy. Mr. Deepak Kumar Thakur resigned from thepost of Manager of the Company w.e.f 10/11/2020.

There being no other change apart from mentioned above from the end of financial yearto the date of notice.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year 2020-21 theapplicable accounting standards have been followed and there are no material departures;

b) We have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year;

c) We have taken proper and sufficient care to the best of their knowledge and abilityfor the maintenance of adequate accounting records in accordance with the provisions ofthe Act. They confirm that there are adequate systems and controls for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e) We have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and operating properly; and

f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

21. DISCLOSURE ON INTERNAL FINANCIAL CONTROLS

The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational which includes itsdesign implementation and maintenance along with periodical internal review of operationaleffectiveness and sustenance.

This ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.

The Internal financial controls with reference to the financial statements wereadequate and operating effectively.

22. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY'S SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year there is no such company which has become or ceased to be Company'ssubsidiary joint venture or Associate Company under review.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards in the FinancialYear 2020-21.

24. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures ("Code") as approved by the Board from time to time are in forceby the Company.

25. SIGNIFICANT AND MATERIAL ORDERS

There being no other significant or material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future.

26. CHANGE IN NATURE OF BUSNIESS

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

27. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act and the Rule 5(1) of Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company.

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2020-21: Median Salary (Annual) ofemployees for the Financial Year 2020-21 is Rs.155600/-.

b. The percentage increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer Company Secretary or Manager if any in the financialyear 2020-21:

Name of Director/KMP Designation % Increase in remuneration
1. Mr. Vishal Singhal Whole Time Director N.A.
2. Ms. Shikha Mehra Chawla Company Secretary Nil
3. Mr. Brahma Nand Garg Chief Financial Officer N.A.

c. The percentage increase/decrease in the median remuneration of employees in thefinancial year 2020-21 is NIL.

d. The number of permanent employees on the rolls of company as on 31stMarch 2021 are (3) Three.

e. The explanation on the relationship between average increase in remuneration andCompany performance: The increase in remuneration is in line with the market trends.

f. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

Particulars Amount in Rs.
Remuneration of Key Managerial Personnel (KMP) during financial year 2020-21 (Aggregated) 481022
Revenue from operations 23000264
Remuneration (as % of revenue) 2.09%
Profit before tax (PBT) 23807692
Remuneration (as % of PBT) 2.02%

g. Average percentile increase already made in the salaries of employees other thanthe managerial 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 the managerial remuneration.

The average increase in salaries of employees other than managerial personnel isapproximately equal to percentile increase in the managerial remuneration; there is noexceptional increase in managerial remuneration.

h. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company.

Name of KMP Designation Remuneration (in Rs.) Revenue (in Rs.) Remuneration (as % of revenue) Profits before tax (PBT) (in Rs.) Remuneration (as % of PBT)
Ms. Shikha Mehra Chawla CS 321022 23000264 1.40% 23807692 1.35%
Mr. Brahma Nand Garg CFO 160000 23000264 0.70% 23807692 0.67%

i. The key parameters for any variable component of remuneration availed by thedirectors:

N.A.

j. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: Being directors are paid sitting fee only details are notprovided.

k. The Company hereby affirms that the remuneration is as per the remunerationpolicy of the

Company.

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through its compensation package the Companyendeavors to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirmsremuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act and the Rule 5(2) of Companies(Appointment and Remuneration) Rules 2014 in respect of employees of the Company is asfollows:-

A. Detail of Top ten employees in terms of remuneration drawn during F.Y 2020-21 areas:

Name of Employee Date of Joining Gross Remuneration (in Rs.) Qualification Age (in years) Experience (in years) Last Employment Designation
1 Alok Nautiyal 04/09/2017 419155 B.Sc + Diplomain Global Sales & Marketing Managemen t 45 16.6 years Dreamwork Media & Entertainme nt Pvt. Ltd. Sr ManagerMar-keting
2 Deepak Kumar Thakur 04/02/2019 304668 MBA (2013) 34 12.4 years Knight Frank India Pvt. Ltd. Manager Oper-ations
3 Mansiz Kumar Shukla 15/10/2018 188775 MBA (2005) 42 13.4 years Veda Organic Foods (I) Pvt.Ltd. Manager-Sales
4 Shikha Mehra Chawla 14/08/2018 321022 CS (2013) 30 5.10 years IM+ INVESTMENTS & CAPITALS PVT. LTD. Assistant Company Secretary
5 Vishal Singhal 02/11/2020 400000 MBA 28 7 years N.A. N.A.
6 Brahma Nand Garg 07/02/2020 160000 MBA 71 45 years N.A N.A.
7 Jyoti Singh 03/05/2019 151200 M.Com 26 3.8 years PWC (Payroll of Randstand India) Analyst
8 Kanhaiya Lal Jha 21/01/2016 133604 B.Com 33 6.10 years Apis India Ltd. Sr. ExecutiveAc-counts
9 Anushka Goel 17/09/2018 106713 B.Com 29 5.5 years Migsun Group S. ExecutiveHR
10 Ankush Pathania 20/01/2020 612246 MBA 37 12.4 years Zolostays Property Solu-tion Pvt. Ltd. Senior ManagerBusiness Development

The information required under Section 197 of the Act and the Rule 5(2) of Companies(Appointment and Remuneration) Rules2014 in respect of employees of the Company is asfollows:-

Employee in the Company in receipt of remuneration for that year which in the aggregate was not less than one crore and two lakh rupees. NIL
Employees in the Company who employed throughout the financial year or part thereof was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than Eight lakh and fifty thousand rupees per month. NIL
Employee in the Company who employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or the case may be at a rate in aggregate or as the case may be in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the Company. NIL

28. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 (the "Act") in the prescribed Form MGT-9 is enclosed asAnnexure to this report.

29. NUMBER OF MEETINGS OF THE BOARD

Nine (09) meetings of the Board of Directors of the Company were held during theyear. For details of the meetings please refer to the Corporate Governance Report whichforms part of the Annual Report.

30. INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declaration from Mr. Akshay Parmar & Mr. RahulChaudhary Independent Directors of the Company under Section 149(7) of the Companies Act2013 that he/she meets the criteria of independence laid down under Section 149(6) of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) regulations 2015. Further there has been no change in the circumstanceswhich may affect their status as independent director during the year.

31. COMPANY'S POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are available on the website of theCompany under the heading investor zone at www.imcapitals.com. Further information aboutelements of remuneration package of individual directors is provided in the extract ofAnnual Return in Form MGT-9 enclosed as Annexure to this Report.

We affirm that remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.

32. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Company has formulated Code of Conduct for the Boardmembers and senior management personnel of the Company so that the Company'sbusiness is conducted in an efficient and transparent manner without having any conflictof personal interests with the interests of the Company. All the members of the Board andsenior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the Chairman

It is hereby declared that the Company has obtained from each individual member of theBoard of Directors and the Senior Management confirming that none of them has violated theconditions of the said Code of Conduct.

33. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative"as per Section 2(77) of the Act and SEBI (Listing Obligations and Disclosure Requirements)regulations 2015. Details given in Corporate Governance Report forming part of thisreport.

34. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The detail of Loan and Investments made by Company during the year as under:

Name Balance outstanding as on 31.03.2020 (in Rs.) Loans/ Advance/ Investments during the year 2020-21 (in Rs.) Balance outstanding as on 31.03.2021 (in Rs.)
Loan to IM+ Investments and Capital Pvt Ltd. (Wholly Owned Subsidiary) 113246750 159854706 273101456
Investment in SMC & IM Investment Manager LLP 21445000 - 21445000

35. TRANSACTIONS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 in the prescribed Form AOC-2 are given in Annexure.

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company transferred Rs. 62009/- (Including interest received from Bank) toInvestor Education and Protection Fund (IEPF) pertaining to unpaid dividend lying in theaccounts of Company for F.Y 2012-13.

37. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis.

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

ACCOUNT

The Company has no shares lying in demat suspense account or unclaimed suspenseaccount.

39. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.

40. VIGIL MECHANISM

The Company has established a vigil mechanism for adequate safeguards againstvictimization of directors and employees of the Company for details please refer to theCorporate Governance Report attached to the Annual Report.

41. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

42. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers alliance partners and bankers for the continuedsupport given by them to the Company and their confidence reposed in the management.

BY ORDER OF THE BOARD OF DIRECTORS
Sd/-
Place: New Delhi Vishal Singhal
Date: 30/08/2021 Chairman
DIN: 03518795

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