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IMEC Services Ltd.

BSE: 513295 Sector: Others
NSE: RUCHISTRIP ISIN Code: INE611C01012
BSE 13:11 | 02 Dec 1.88 0.06
(3.30%)
OPEN

1.90

HIGH

1.91

LOW

1.73

NSE 05:30 | 01 Jan IMEC Services Ltd
OPEN 1.90
PREVIOUS CLOSE 1.82
VOLUME 9490
52-Week high 3.52
52-Week low 0.81
P/E 188.00
Mkt Cap.(Rs cr) 9
Buy Price 1.80
Buy Qty 10.00
Sell Price 1.88
Sell Qty 2205.00
OPEN 1.90
CLOSE 1.82
VOLUME 9490
52-Week high 3.52
52-Week low 0.81
P/E 188.00
Mkt Cap.(Rs cr) 9
Buy Price 1.80
Buy Qty 10.00
Sell Price 1.88
Sell Qty 2205.00

IMEC Services Ltd. (RUCHISTRIP) - Director Report

Company director report

To

The Members of IMEC Services Limited

Your Directors have pleasure in presenting the 32ndAnnual Report togetherwith Audited Financial Statements of the Company for the year ended March 31 2020.

1. FINANCIAL PERFORMANCE AND STATE OF COMPANY S AFFAIRS: (Rs. in Lac)

Particulars 31.03.2020 31.03.2019
Sales & Other Income 292.10 120.73
Earning before finance cost and depreciation 2.23 57.65
Depreciation and Financial Charges 0.32 -
Profit/(Loss)before exceptional items& Tax 1.91 57.65
Exceptional items - -
Profit/(Loss) before Tax 1.91 57.65
Provision for Tax - -
Current Tax 0.37 11.09
Deferred Tax 0.06 41.63
Profit/(Loss) After Tax 1.48 4.93
Other Comprehensive Income/(Loss) (0.16) (118.46)
Total Comprehensive Income/(Loss) 1.32 (113.53)

The Company is engaged in providing management and consultancy services and also in thebusiness of trading of all kinds of goods including agricultural products metal &metal alloys etc. The Company s turnover stood at Rs. 292.10 Lac for the year ended March31 2020 as compared to Rs. 120.73Lac in the previous year. The Company reported netprofit of Rs.1.48 Lac as compared to net profit of Rs. 4.93 Lac in the previous year.Management is evaluating various propositions to improve the financial situation and ishopeful of arriving out of the distressed financial position.

2. DIVIDEND:

Considering the continued weak performance of the Company the Board of Directors ofyour Company expresses their inability to recommend any dividend for the year underreport.

3. AMOUNT TRANSFERRED TO RESERVES:

The Company has not transferred any amount to its reserves during the year.

4. DEPOSITS:

The Company has not accepted any Deposits within the meaning of Section 73 of theCompanies Act 2013 ( the Act ) and the Rules framed thereunder. As on March 31 2020there were no deposits lying unpaid or unclaimed.

5. SUBSIDIARYJOINT VENTURES AND ASSOCIATECOMPANY:

The Company has one Subsidiary i.e. RSAL Steel Private Limited (RSPL).

RSPL is engaged in manufacturing of Cold Rolled Close Annealed and other steel productsand trading of Hot Rolled Coils Cold Rolled Close Annealed other steel products and AgroCommodities. The Consolidated Financial Statements presented by the Company includes theFinancial Statements of its subsidiary company as well.

The Gross Revenue of the subsidiary company stood at Rs. 1722.15 Lac as compared to Rs.5851.58Lac in the previous year. The net loss for the year stood at Rs. 6768.94 Lac ascompared to net loss of Rs. 3239.63 Lac in the previous year.

The last few financial years have been very turbulent years for RSPL and it hadsuffered heavy losses which had accumulated to Rs. 323 Crore as at March 31 2020. Due tocurrent losses and losses incurred in the earlier years RSPL had defaulted in repaymentof borrowing (term loan and working capital facilities) to the Banks and the account ofRSPL with Banks had turned into a Non Performing Asset (NPA).

The National Company Law Tribunal ( NCLT ) Mumbai Bench vide Order dated September 32019 ( Insolvency Commencement Order ) has initiated Corporate Insolvency ResolutionProcess ( CIRP ) based on petition filed by Dena Bank under Section 7 of the Insolvencyand Bankruptcy Code 2016 ( the Code ). Mr. Rajender Kumar Girdhar IP Registration No.IBBI/IPA-003/IP-N00048/2017-18/10396 was appointed as Interim Resolution Professional (IRP ) to manage the affairs of the Company in accordance with the provisions of the Code.In the first meeting of the Committee of Creditors held on October 9 2019 Mr. RajenderKumar Girdhar had been confirmed as Resolution Professional ( RP / Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with theprovisions of the Code the powers of the Board of Directors of the subsidiary companywere suspended and the same are being be exercised by RP.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 the statement containing salient features of the Financial Statement of theCompany's subsidiary i.e. RSPL in Form AOC-1isattached to the Financial Statements. TheCompany has no joint venture or associate company.

Further pursuant to the provisions of Section 136 of the Act the Financial Statementsof the Company Consolidated Financial Statements along with relevant documents andseparate Audited Financial Statements in respect of subsidiary of the Company areavailable on the website of the Company viz www.imecservices.in.

None of the companies which have become/ceased to be subsidiary (ies) joint venturesor associate companies during the year.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS REPORT AND END OF FINANCIAL YEAR:

Except as detailed below there have been no material changes and commitments if anyaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport:

Reduction of Share Capital of the Company: The Company had consequent to therecommendation of the Audit Committee and approval of the Board of Directors of theCompany at their respective meetings held on July 30 2020; subject to the approval of theMembers of the Company the National Company Law Tribunal Mumbai BSE Limited and allother requisite approvals as may be required; approved the Scheme of Arrangement i.e.Reduction of Share Capital of the Company (the Scheme) and had filed the draft Scheme withBSE Limited on September 23 2020 for seeking their Observation Letter on the draftScheme. The said Scheme is under consideration at BSE Limited and the Company in duecourse will get the Observation Letter from BSE Limited. Accordingly as of now the AgendaItem for approval of the Scheme of Arrangement i.e. Reduction of Share Capital of theCompany for seeking approval of the Members of the Company by way of Special Resolutionunder Section 66 and other applicable provisions of the Companies Act 2013 is notincluded in the Notice for the ensuing AGM of the Company. If the Company receives theObservation Letter on the draft Scheme from BSE Limited within due course the same wouldbe informed to the Board of Directors of the Company and necessary Addendum to the Noticeof AGM will be sent to the Members of the Company for consideration of the said AgendaItem at the ensuing AGM of the Company and the intimation about the said Addendum willalso be published in the Newspapers.

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Your Directors have nothing to report on the aforesaid matters as your Company is notengaged in manufacturing activities and has no foreign collaboration and has not exportedor imported any goods or services during the year.

8. BUSINESS RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Act and Listing Regulations the Company hasframed a detailed Risk Management Policy for assessment of risk and determine theresponses to these risks so as to minimize their adverse impact on the organization. Thefunctional head of the Company is responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard/Audit Committee.

9. DIRECTORS& KEY MANAGERIAL PERSONNEL: A. DIRECTORS:

During the year under review there is no change in the composition of Board ofDirectors of the Company.

As on March 31 2020 the Board of Directors of the Company consists of Mr. SaketBarodia (DIN: 00683938) - Non Executive Director Mr. Ashutosh Mishra -(DIN: 00038320)-Independent Director (Non-Executive) and Mrs. Shivani Gupta (DIN: 08275256) - WomanIndependent Director (Non-Executive).

Pursuant to provisions of sub-section (6) of Section 149 of the Act and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) each of the Independent Directors of the Company have submitted adeclaration that each of them continue to meet the criteria of independence as provided inthe Act and the Listing Regulations.

During the year under review there was no re-appointment of any of the IndependentDirectors in the Company.

In compliance with Regulation 36(3) of the Listing Regulations brief resume expertiseand other details of the Director proposed to be appointed/re-appointed is given in theNotice convening the ensuing Annual General Meeting.

B. KEY MANAGERIAL PERSONNEL:

During the year under review the Board of Directors at its Meeting held on August 82019 appointed Mr. Nilesh Nagar as the Chief Financial Officer of the Company w.e.f.August 8 2019 in place of Mr. Ravi Deshmukh who resigned from the office of ChiefFinancial officer of the Company w.e.f. closure of business hours on July 20 2019.

Further the Board of Directors at its Meeting held on November13 2019had took note ofresignation of Mr. Arvind Mishra from the office of Chief Executive Officer of the Companyw.e.f. closure of business hours on November9 2019.

As on March 31 2020 the office of Key Managerial Personnel comprised of Mr. NileshNagar Chief Financial Officer and Mr. Parag Gupta Company Secretary and ComplianceOfficer. The Company is looking for suitable candidate for the post of Chief ExecutiveOfficer of the Company.

10. BOARD EVALUATION:

Pursuant to the provisions of the Act and corporate governance requirements asprescribed by the Listing Regulations the Board of Directors had on the basis of mannerspecified by the Nomination and Remuneration Committee carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Board Committees. The manner in which the evaluation has been carried out isexplained in the Corporate Governance Report.

The performance evaluation of Independent Directors has been done by the Board ofDirectors excluding the directors being evaluated.

A meeting of Independent Directors was held to review the performance of the ChairmanNon-Independent Directors of the Company and the performance of the Board as a whole asmandated by Schedule IV of the Act and Listing Regulations. The Directors also discussedthe quality quantity and timeliness of flow of information between the Company managementand the Board which is necessary for the Board to effectively and reasonably performtheir duties. The feedback of the meeting was shared with the Chairman of the Company.

11. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Four Board Meetings four Audit Committee Meetings four Stakeholders'Relationship Committee Meetings and One Nomination and Remuneration Committee Meetingswere convened and held. The details of which are given in the Corporate Governance Reportto this Annual Report of the Company. The intervening gap between the two Meetings waswithin the period prescribed under the Act/Listing Regulations.

The details of composition of the Board of Directors and its Committees is given in theCorporate Governance Report to this Annual Report of the Company.

12. POLICY FOR APPOINTMENT OF DIRECTORs KMPs AND SENIOR MANAGEMENT AND THEIRREMUNERATION:

The Board has adopted a policy for appointment of Directors Key Managerial Personnel sand Senior Management and their remuneration. The extract of the said Policy is reproducedin the Corporate Governance Report.

13. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Act the Board of Directors of theCompany hereby state and confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 312018 the applicable accounting standards have been followed and no material departureshave been made from the same;

ii) we have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year under review;

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

iv) we have prepared the annual accounts/financial statements on a going concern basis;

v) we have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and vi) wehave devised proper system to ensure compliance with the provisions of all applicable lawsand that such system were adequate and operating effectively.

14. STATUTORYAUDITORS:

At the 31stAnnual General Meeting held on September 25 2019 the Members ofthe Company had appointed M/s. M.S. Singhatwadia & Co (now known as SCAN &Co.)Chartered Accountants Indore as Statutory Auditors of the Company for a term of fiveconsecutive years to hold office from the conclusion of that meeting till the conclusionof the 36thAnnualGeneral Meeting of the Company to be held in 2024.

The Standalone and Consolidated Auditors Report issued by M/s. SCAN & Co. (formerlyknown as M.S. Singhatwadia & Co.) Chartered Accountants Indore for the financialyear ended March 31 2020 does not contain any qualifications reservations or adverseremarks.

15. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 204 of the Act Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the ListingRegulations the Board of Directors of the Company at its meeting held on February112020 had appointed M/s. Manish Jain& Co. Company Secretaries Indore as theSecretarial Auditor of the Company to undertake the Secretarial Audit of the Company forthe financial year 2019-20. The Secretarial Audit Report in the prescribed Form MR-3 isannexed to this report as Annexure-A .

The said Secretarial Audit Report does not contain any qualifications or reservationsexcept for the remarks as specified below on which the opinion of the Board is alsomentioned:

i) As per Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the listed entity has not given five days advance intimation to thestock exchange about the rescheduled Board meeting to be held on 30th May 2019 forconsideration and approval of the financial results of the listed entity for the quarterand year end on 31st March 2019:

 

Opinion:

The Company had its Board Meeting scheduled on May 25 2019 for considering thefinancial results for the quarter and year ended March 31 2019 for which advanceintimation as per SEBI LODR was given; but due to unavoidable circumstances the meetingwas re-scheduled to be held on May 30 2019 i.e. last date for submission of financialresults for the quarter and year ended March 31 2019. Due to unavoidable circumstancesit was decided on May 25 2019 itself to reschedule the meeting hence the Company wasunable to intimate to the stock exchange about the rescheduled Board Meeting at least fivedays in advance.

ii) As per 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Limited Review Report for all the Quarters for the Financial Year 2019-20 andAuditor s Report for the financial year end on 31st

March 2019 was issued by the auditor who does not holds a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India as on that date:

 

Opinion:

As informed by SCAN & Co. (Previously known as M. S. Singhatwadia & Co.)Chartered Accountants the Statutory Auditors of the Company they have already applied forrenewal of peer review process of Institute of Chartered Accountants of India and the sameis under process.

iii) As per 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the listed entity has filed revised financial results (Standalone and consolidated)for the quarter and year ended on 31st March 2019 as wrong figures were mentioned in theinitial result:

 

Opinion: Inadvertently the financial results for the quarter and year ended March 312019 were submitted with wrong attachments with BSE Limited; hence the Company immediatelysubmitted the revised financial results to rectify the mistake.

iv) The Un-audited standalone financial results for the Quarter ended on 30thJune 2019 were filed with the Auditor s Report instead of filing with Limited ReviewReport and in the consolidated un-audited financial results there was a calculation error.The listed entity filed the revised financial results on receipt of mail from stockexchange regarding the above discrepancies on 19th August 2019:

 

Opinion:

The Company was in receipt of e-mail from BSE Limited informing discrepancies in thefinancial results submitted for the quarter ended June 30 2019 as follows: i. AuditReport submitted instead of Limited Review Report with Standalone Financial Results:Opinion: The Auditors made a typo error in the heading of the Report. The Report wasactually Limited Review Report but heading by mistake was Audit Report; which wasrectified and corrected Standalone financial results with Limited Review Report wereresubmitted with BSE Limited.

ii. Calculation error in Consolidated Financial Results: Opinion: The error wasrectified and corrected Consolidated Financial Results were resubmitted with BSE Limited.

v) As per BSE Circular DCS/COMP/28/2016-17 dated 30th March 2017 the FinancialResults for the quarter ended on 31st December 2019 in XBRL mode were not submitted bythe board within 24 hours of submission of results in PDF mode:

 

Opinion:

Due to some technical issued faced with the XBRL file the financial results for thequarter ended December 31 2019 were submitted a day later than the required time ofsubmission.

vi) As per Regulation 33 and Schedule IV of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the listed entitypursuant to change of its name has not disclosed the net sales or income expenditure andnet profit or loss after tax figures pertaining in the financial results separatelysuggesting a new line of business of the company:

 

Opinion:

The Company had been generating its entire income solely from its new line of business.Accordingly no separate disclosure was specified in the financial results. Further theCompany has for the financial results submitted for the quarter and year ended March 312020 and thereafter to be submitted; decided to make a disclosure as part of notes to thefinancial results to clearly specify that the company generates its entire income solelyfrom its new line of business consequent upon the change of name and objects of theCompany.

vii) As per the Regulation 30 and Schedule III of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the listedentity has not informed/intimated the stock exchange about reappointment of M/s M.S.Singhatwadia & Co. Chartered Accountants as a statutory auditor appointment of Mrs.Shivani Gupta as an Independent Director and appointment of Mr. Saket Barodia asNon-executive Director of the listed entity which was put forth in the Annual generalMeeting held on 25th September 2019:

 

Opinion:

The Company had already intimated BSE Limited about these re-appointments as approvedby members of the Company in the Outcome of the Annual General Meeting/ Summary ofProceeding of the Annual General

Meeting held on September 25 2019. The Company will ensure in future that theseintimations are also sent separately under Regulation 30 of the SEBI LODR as well.

viii) As per Regulation 30 and Schedule III of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the listed entity hasnot informed to the stock exchange about closure of additional places of business of theCompany and discontinuation of operations of the listed entity due to Covid-19:

 

Opinion:

The Board has only passed resolutions for cancellation/revocation of the GSTRegistrations of its certain units at few locations The Company is of view thatcancellation/ revocation of GST Registrations does not amount to closure of the businesshence the Company did not intimate to the Stock Exchange.

The Company does not have any manufacturing unit or factory and it is mainly in thebusiness of Management & Consultancy which was not majorly impacted due to COVID-19pandemic. Hence no disclosure was given to the Stock Exchange.

ix) The listed entity has delayed in filing of Annual Report in XBRL mode. The saidreport was filed on 09th June 2020:

 

Opinion:

As per SEBI LODR the pdf file of the entire Annual Report for FY 2018-19 was submittedto the Stock Exchange within the statutory time period. However the said Annual Report wasmissed by the Company for its submission in XBRL mode. Subsequently the same has also beenfiled by the Company in XBRL mode on June 8 2020. x) The Board of Directors of thelisted entity has adopted the Codes of Fair Disclosure and Conduct as per SEBI(Prohibition of Insider Trading) Regulations 2015 in its meeting held on 30th May 2019and the same was made effective retrospectively i.e. w.e.f01/04/2019:

 

Opinion:

The Company had its first Board Meeting for F.Y. 2019-20 on May 30 2019 and since thesaid code had been made effective from April 1 2019 hence the Company adopted the saidcode at the Board Meeting held on May 30 2019 and the same was made effectivelyretrospectively.

xi) As per SEBI (Prohibition of Insider Trading) Regulations 2015 and the intimationsubmitted to Stock exchange the trading window was closed from 02nd January 2020 for theQuarter ended on 31st December 2019 i.e not from the quarter ended:

 

Opinion:

The Company had informed its Directors Designated Persons and connected persons thatthe trading window will be closed w.e.f January 1 2020 till 48 hours after announcementof standalone and consolidated financial results for quarter and nine months endedDecember 2019. However while informing the same to BSE Limited there was a typo errorwherein instead of January 1 2020 it got typed as January 2 2020.

xii) As per Regulation 29 of SEBI (Substantial Acquisition Of Shares and Takeovers)Regulations 2011 Param Foundation Private Limited and Shashwat Realty Developers PrivateLimited on acquisition and disposition off shares respectively exceeding two per cent oftotal shareholding of the Company has not duly informed the listed entity and to thestock exchange within two day of such acquisition and disposition i.e within two days from26th March 2019:

 

Opinion:

As per SEBI SAST Regulations it is the responsibility of the Promoter(s) to intimateto the listed entity and to the stock exchange within two days of such acquisition. TheCompany had informed the Promoters to submit the future disclosures/intimations within thestipulated timeline as specified in the SEBI SAST Regulations.

xiii) As per Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations 2015Param Foundation Private Limited Promoter of the Company has not informed to the companywithin two trading days about the acquisition of shares of the listed entity whichaggregates to a value of Rs. 4112298.00 i.e within two days from 26th March 2019:

 

Opinion:

As per SEBI Insider Trading Regulations it is the responsibility of the Promoter(s) tointimate to the listed entity and to the stock exchange within two days of suchacquisition. The Company had immediately upon receipt of disclosure from Promoter(s)intimated to the Stock Exchange within the statutory time limit. The Company had informedthe Promoter(s) to submit the future disclosures/intimations within the stipulatedtimeline as specified in the SEBI Insider Trading Regulations. xiv) The company hasdelayed in filing Annual Return (Form III) under the Minimum Wages Act 1948 which isrequired to be filed by 31st January of the succeeding year. The same was filed by Companyon 06.08.2020:

 

Opinion:

The Company would ensure in future the filing of the said return within the statutorytime limit.

xv) The company has delayed in filing unified Annual Return (Form D) under the Paymentof Bonus Act 1965 which is required to be filed on or before the 1st day of February ineach year. The same was filed by Company on 10.08.2020:

 

Opinion: The Company would ensure in future the filing of the said return within thestatutory time limit.

Further in accordance with provisions of SEBI Circular No. CIR/CFD/CMD1/27/2019datedFebruary 11 2020 and the Listing Regulations the Board of Directors of the Company hadauthorized M/s. Manish Jain & Co. Secretarial Auditor of the Company to issue theSecretarial Compliance Report for the financial year 2019-20.

In accordance with the provisions of the Listing Regulations the SecretarialCompliance Report for the financial year 2019-20 issued by M/s. Manish Jain & Co.Company Secretaries had been sent to the Stock Exchange within the statutory time limit.

16. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act and rules made thereunder theBoard of Directors at its meeting held on May 30 2019 had appointed M/s. NahataMahajan& Co. Chartered Accountants as the Internal Auditor of the Company for theFinancial Year 2019-20. The respective reports of the Internal Auditor were placed beforethe Audit Committee Meeting of the Board of Directors of the Company for their review andnecessary action.

Further the Board of Directors at its meeting held on July 30 2020 re-appointed M/s.Nahata Mahajan & Co. Chartered Accountants Indore as the Internal Auditor of theCompany for the financial year 2020-21.

17. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub section(1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY

COMPANY:

During the year under review the Company has not made any loans or investments orgiven any guarantees or provided any securities under the provisions of Section 186 of theAct.

The existing loans given investments made guarantees given and/or securities providedare incompliance with the provisions of the Act and Rules made thereunder and detailsthereof are given in the Notes to the Financial Statements of the Company.

19. RELATED PARTY TRANSACTIONS:

All transactions entered during the financial year into by the Company with the relatedparty were in the ordinary course of the business and at arm's length basis. The AuditCommittee grants omnibus approval for the transactions that are in the ordinary course ofthe business and repetitive in nature. For other transactions the Company obtainsspecific approval of the Audit Committee before entering into any such transactions.Disclosures about the related party transactions which were in the ordinary course ofbusiness and at arm s length basis have been made in Note No. 24 to the FinancialStatement. There are no materially significant related party transactions entered into bythe Company.

The policy on related party transactions as approved by the Board of Directors isavailable on the website of the Company viz. www.imecservices.in.

20. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Act and hence it is notrequired to formulate policy on corporate social responsibility.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orderspassed by any Regulators or Courts or Tribunals impacting the going concern status of theCompany or its operations in future.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board. The Internal financial controls with reference to thefinancial statements were adequate and operating effectively.

23. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has a mechanism called the Vigil Mechanism and a policy to facilitate itsemployees and Directors to voice their concerns or observations without fear or raisereports of instance of any unethical or unacceptable business practice or event ofmisconduct/unethical behavior actual or suspected fraud and violation of Company s Codeof Conduct etc. to the Committee. The said Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern. The Whistle Blower Policy is disclosed onthe website of the Company viz. www.imecservices.in.

24. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure-B forming part of the Board sReport.

25. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by the Securities andExchange Board of India. The Report on Corporate Governance as stipulated under theListing Regulations forms part of the Annual Report.

26. SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder the Listing Regulations is provided in a separate section forming part of theAnnual Report.

28. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:

In accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (Sexual Harassment Act) the Company hasformed a Policy for prevention prohibition and redressal of sexual harassment of women atworkplace. The provisions relating to the constitution of the Internal ComplaintsCommittee are not applicable to the Company.

The status of complaints as on March 31 2020 under the Sexual Harassment Act is asunder:

1. Number of complaints pending as at the beginning of the year: NIL

2. Number of complaint received in the year: NIL

3. Number of complaint disposed off during the year: NIL

4. Number of complaints pending as at the end of the year: NIL

29. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return for the financial yearended March 31 2020 in the prescribed Form MGT-9 is enclosed as Annexure-C .

30. LISTING AT STOCK EXCHANGE:

The Company s Equity Shares are continued to be listed on BSE Limited.

31. SHARE CAPITAL:

The fully paid up Equity Share Capital of the Company as on March 31 2020 was Rs.49.99 Crore. There was no change in the share capital during the year under review.

32. CERTIFICATION BY CHIEF EXECUTIVE OFFICER& CHIEF FINANCIAL OFFICER:

The Board of Directors have received a certificate Chief Financial Officer (due to theresignation of the Chief Executive Officer of the Company the said Certificate was onlysigned by the CFO) of the Company as specified in Part B of Schedule II of Regulation17(8) of the Listing Regulations.

33. INDUSTRIAL RELATIONS:

Relations with the employees continued to remain cordial throughout the year. YourDirectors wish to place on record their appreciation for sincere and dedicated servicesrendered by the executives and staff at all levels.

34. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the sincere cooperationextended by the Members Bankers Employees of the Company and all other GovernmentAgencies in carrying out the business of the Company.

By order of the Board of Directors For IMEC Services Limited

Sd/- Sd/-
Date: December 2 2020 Saket Barodia Ashutosh Mishra
Place: Indore Director Director
DIN: 00683938 DIN: 00038320

.