You are here » Home » Companies » Company Overview » Indian Card Clothing Company Ltd

Indian Card Clothing Company Ltd.

BSE: 509692 Sector: Industrials
NSE: INDIANCARD ISIN Code: INE061A01014
BSE 00:00 | 18 Feb 116.00 -1.30
(-1.11%)
OPEN

116.00

HIGH

116.00

LOW

116.00

NSE 00:00 | 18 Feb 112.80 0.05
(0.04%)
OPEN

116.55

HIGH

116.55

LOW

112.80

OPEN 116.00
PREVIOUS CLOSE 117.30
VOLUME 10
52-Week high 159.20
52-Week low 82.10
P/E
Mkt Cap.(Rs cr) 53
Buy Price 111.50
Buy Qty 100.00
Sell Price 116.00
Sell Qty 102.00
OPEN 116.00
CLOSE 117.30
VOLUME 10
52-Week high 159.20
52-Week low 82.10
P/E
Mkt Cap.(Rs cr) 53
Buy Price 111.50
Buy Qty 100.00
Sell Price 116.00
Sell Qty 102.00

Indian Card Clothing Company Ltd. (INDIANCARD) - Director Report

Company director report

To

The Members of

The Indian Card Clothing Company Limited

Your Directors presents their Sixty Fifth Annual Report on the business and operationsof the Company together with the Audited Financial Statements for the year ended March31 2019.

1) FINANCIAL RESULTS:

(Rs. in Lakh)

Financial Year

Particulars
2018-19 2017-18
Revenue from operations 4627.23 6027.65
Other Income 311.52 550.78
Total income 4938.75 6578.44
Finance cost 260.38 241.37
Depreciation 404.13 517.31
Profit/ (Loss) before exceptional items (1883.97) (970.38)
Exceptional items - (1302.30)
Profit/ (Loss) Before Tax (1883.97) (2272.68)
Provision for Tax (including deferred tax) 83.36 (491.54)
Profit/ (Loss) After Tax (1967.33) (1781.14)
Actuarial Gain / (Loss) and tax thereon (20.24) (27.20)
Total Comprehensive Income for the year (1987.57) (1808.34)

2) PERFORMANCE REVIEW:

During the year under review the Company earned a total revenue of Rs. 4938.75 Lakhsas against Rs. 6578.44 Lakhs in the previous year. The loss incurred by the Company forthe financial year 2018-19 has been Rs. 1967.33 Lakhs against loss of Rs. 1781.14 Lakhsfor the financial year 2017-18.

Highlights:

Activities related to transfer installation and commissioning of machinery to NalagarhPlant completed during the year.

Although the Company successfully shifted its operations to its plant at NalagarhHimachal Pradesh during the interim period of the transfer the Company was not able tofulfill its entire delivery commitment to its customers.

During the year 2018-19 the Company amicably concluded a Memorandum of Settlement(MOS) on April 18 2018 with its 83 unionised employees at its plant in Pimpri Pune forvoluntary retirement and accordingly 83 employees voluntarily retired and their dues werepaid as agreed in the MOS.

During the year "No Objection" from Labour Commissioner Mumbai was obtainedcon rming that there are no pending legal liabilities on the part of the Company towardsits unionised employees.

The commercial building at Powai Mumbai was fully occupied during the financial year2018-19.

With effect from September 1 2018 the Registered office of the Company was shiftedfrom Bombay- Poona Road Penicillin Factory Pimpri Pune 411018 to "KatariyaCapital" A 19 Vidyut Nagar Society Lane No. 5 Koregaon Park Pune 411 001.

3) SHARE CAPITAL:

The paid-up share capital of the Company as on March 31 2019 was Rs. 455.11 Lakh.During the year under review the Company has not issued shares with differential votingrights nor has granted any stock option or sweat equity. As on March 31 2019 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.

4) STATE OF THE COMPANY'S AFFAIRS:

During the financial year ended March 31 2019 the Company has incurred loss mainly onaccount of shifting of its operations to its Nalagarh Plant. During the year the Companycompleted all the activities related to the transfer of machinery like construction ofadditional infrastructure installation and commissioning of appropriate machinery andcompletion of trial production at the Nalagarh Plant.

Your directors are con dent that the Nalagarh plant of the Company is now set to caterto all the manufacturing requirements of the Company and shall be able to operate withfull ef ciency in the financial year 2019-20. With all the manufacturing operations nowentirely based at Nalagarh we are optimistic that the performance of the card clothingdivision will improve with an improved cost structure and deployment of appropriateresources in key functional areas of the Company.

The detailed information about the Company's affairs is provided under the ManagementDiscussion and Analysis Report in accordance with the requirements under Regulation34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter called and referred to as "theListing Regulations") which forms a part of this Report.

5) DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Meetings of the Board of Directorsheld during the year 2018-19:

During the year under review six (6) meetings of the Board of Directors took placedetails of which have been provided in the Corporate Governance Report that forms part ofthis Annual Report. The intervening gap between the two (2) meetings did not exceed 120days in accordance with the provisions of the Companies Act 2013.

b) Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of Independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the Listing Regulations.

The Independent Directors are not liable to retire by rotation as per Section 152 ofthe Companies Act 2013.

c) Changes in the Board of Directors during the year 2018-19:

During the year under review following changes happened in the constitution of theBoard of Directors of the Company.

Cessation of Directors:

Through noti cation No. SEBI/LAD-NRO/GN/2018/10 dated May 9 2018 Securities andExchange Board of India (SEBI) issued SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 ("the Amendment Regulations") whichbrought several amendments in the SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 ("the ListingRegulations"). The Amendment Regulations required all the listed entities to obtainapproval of the shareholders of the Company by way of special resolution for continuationof directorship of Non- Executive Directors who have attained the age of seventy- fiveyears or more. This Amendment has been made effective from April 1 2019.

Pursuant to the applicability of the Amendment Regulations Mr. Hemraj C Asher (DIN:00024863) an Independent Director ceased to be the Director of the Company being theDirector more than 75 years of age.

Mr. Kunjbihari Trivedi (DIN: 00143783) Director of the Company of the Company resignedfrom the position of Director of the Company with effect from February 5 2019.

The Board recorded its sincere appreciation for the contributions made to the companyby Mr. Kunjbihari Trivedi and Mr. Hemraj Asher during their respective tenures as Directorof the company

Appointment of Directors:

As per the requirement of the Amendment Regulations mentioned above the Companyapproved by passing a special resolution through Postal Ballot on March 26 2019 thecontinuation of the term of appointment of Mr. Jyoteendra Kothary (DIN: 00015254) as anIndependent Director of the Company who has attained more than 75 years of age. Hispresent term of appointment was upto July 30 2019.

Further pursuant to the provisions of Section 149 (10) of the Companies Act 2013 theshareholders of the Company by passing a special resolution through Postal Ballot onMarch 26 2019 approved the reappointment of Mr. Kothary for a second term as IndependentDirector for three consecutive years commencing from July 31 2019 and ending on July 302022.

Mr. Sanjeevkumar Karkamkar (DIN: 00575970) was appointed as an Additional Director(Non-Executive Non-Independent Director) of the Company with effect from July 29 2018.The resolution for approval of his appointment as Director has been proposed in theensuing Annual General Meeting (AGM).

Subject to the approval of the Shareholding in the ensuing AGM Mr. Darshan Bhatia(DIN: 08257246) was appointed as an Additional Independent Director of the Company witheffect from October 30 2018. The resolution for approval of his appointment as Directorfor a period of five years has been proposed in this ensuing AGM. If appointed he shallhold office upto October 29 2023.

The Company in the Annual General Meeting held on July 31 2014 had appointed Mr.Sudhir Merchant (DIN: 00033406) as an Independent Director of the Company for a term offive years ending on July 30 2019. The Nomination and Remuneration Committee subject toapproval of shareholders at the ensuing Annual General Meeting has recommended hisappointment as an Independent Director of the Company for a further term of five yearscommencing from July 31 2019. Special resolution seeking the approval of the members forhis appointment as an Independent Director for a term of five (5) years has been proposedin the Notice convening the ensuing Annual General Meeting.

The Company in the Annual General Meeting held on August 6 2015 had appointed Dr.Sangeeta Pandit (DIN: 06748608) as an Independent Director of the Company for a term offive years ending on November 11 2019. The Nomination and Remuneration Committee subjectto approval of shareholders at the ensuing Annual General Meeting has recommended herappointment as an Independent Director of the Company for a further term of five yearscommencing from November 12 2019. Special resolution seeking the approval of the membersfor her appointment as an Independent Director for a term of five (5) years has beenproposed in the Notice convening the ensuing Annual General Meeting.

Further Mr. Mehul Trivedi (DIN: 00030481) Director of the Company is liable to retireby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor re-appointment. The brief pro le of Mr. Mehul Trivedi seeking re-appointment at theensuing Annual General Meeting as a Director liable to retire by rotation has beenincluded in the Notice convening the AGM.

d) Changes in Key Managerial Personnel during the year 2018-19:

 

Cessation of Key Managerial Personnel:

Mr. Krishna Suvarna Chief Financial Officer (CFO) of the Company resigned from theservices of the Company with effect from October 9 2018.

Mr. Vinod Vazhapulli Manager of the Company designated as Chief Executive Officerresigned from the services of the Company with effect from December 31 2018.

Ms. Jaimeetkaur Sial appointed as the Manager (Legal) Company Secretary &Compliance Officer of the Company resigned from the services of the Company with effectfrom March 20 2019.

 

Appointment of Key Managerial Personnel:

Mr. Kishor Makwana was appointed as CFO of the Company with effect from October 102018.

In the Board meeting held on May 6 2019 Mr. Alok Misra was appointed as Manager(Whole-Time Key Managerial Personnel) of the Company designated as Chief Executive Officerwith effect from May 7 2019. Resolution for approval of Mr. Misra's appointment as theManager of the Company pursuant to the provisions of Sections 196 and 197 of the CompaniesAct 2013 and Rule 3 of the Companies (Appointment and Remuneration of Key ManagerialPersonnel) Rules 2014 read with Schedule V of the Companies Act 2013 has been proposedin this ensuing AGM.

In view of resignation of Ms. Jaimeetkaur Sial the Board of Directors in its meetingheld on April 4 2019 appointed Mr. Amogh Barve as Company Secretary and Head Legal &Corporate Affairs with effect from April 4 2019.

6) DIVIDEND:

Your Directors do not recommend any dividend for the year under review.

7) SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION:

In accordance with Section 129(3) of the Companies Act 2013 and Indian AccountingStandard (Ind-AS) 110 the Company has prepared the Consolidated Financial Statements ofthe Company and all its subsidiaries which forms part of this Annual Report.

The Company does not have any material subsidiary whose net worth exceeds 10% of theconsolidated net worth of the holding company in the immediately preceding accounting yearor has generated 10% of the consolidated income of the Company and its subsidiaries duringthe previous financial year. However the Company has prepared a policy for determiningmaterial subsidiaries which is uploaded on the Company's website and can be accessed videweblink: hp://cardindia.com/wp-content/uploads/2018/01/ICC-Policy-on-Material-Subsidiaries.pdf.

The Statement in Form AOC-I containing salient features of the financial statements ofCompany's Subsidiaries is attached to the financial statements of the Company.

The brief details about the performance and financial position of the subsidiaries ofthe Company are given below:

a) ICC International Agencies Limited:

ICC International Agencies Limited (ICCIAL) recorded a decrease of approx. 25% in itsrevenue from Rs. 349.85 Lakhs in the previous year to Rs. 262.01 Lakhs in the financialyear 2018-19. Further ICCIAL recorded loss after tax of Rs. 94.19 Lakhs in the currentyear against previous year's loss after tax of Rs. 59.31 Lakhs. The reduced revenue andthe after-tax loss incurred was due to the dif cult trading conditions in the textileindustry within India leading to many customers postponing or cancelling capital equipmentpurchases. The global slowdown in the textile industry also contributed to reducedrevenue.

b) Garnett Wire Limited U.K.:

Garnett Wire Limited a U.K. Company in which your Company holds 60% of the issuedshare capital recorded decrease of approx. 9% in its revenue from ?1146372 (equivalentto Rs. 987.31 Lakh) to ?1039928 (equivalent to Rs. 943.94 Lakhs). The profit after taxis ?13432 (equivalent to Rs. 12.19 Lakhs) as against previous year's profit of ?24376(equivalent to Rs. 20.99 Lakh).

c) Shivraj Sugar and Allied Products Private Limited:

Shivraj Sugar and Allied Products Private Limited is yet to commence operations.

8) AUDIT COMMITTEE:

The Company has constituted an Audit Committee pursuant to the provisions of Section177(8) of the Companies Act 2013 read with Rules 6 and 7 of the Companies (Meetings ofBoard and its Powers) Rules 2014 and Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time.

The Audit Committee of the Company was reconstituted in the Board meeting held on April4 2019 pursuant to cessation of Mr. Hemraj Asher - an Independent Director of the Companywith effect from April 1 2019.

Following is the composition of the Audit Committee after reconstitution:

Name Designation
1) Mr. Jyoteendra Kothary Chairman (Independent Director)
2) Mr. Sudhir Merchant Member (Independent Director)
3) Dr. Sangeeta Pandit Member (Independent Director)

The above composition of the Audit Committee consists of Independent Directors only.

All the recommendations of the Audit Committee during the year were accepted by theBoard of Directors of the Company.

9) VIGIL MECHANISM:

The Company has established a vigil mechanism as per Regulation 22 of the ListingRegulations. Pursuant to the Noti cation No. SEBI/LAD/NRO/GN/2018/59 dated December 312018 Securities and Exchange Board of India ("SEBI") noti ed the SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 ('the AmendmentRegulations") bringing amendment in the SEBI (Prohibition of Insider Trading) 2015with effect from April 1 2019. Pursuant to the Amendment Regulations the Company revisedits "Vigil Mechanism Policy" the details of which have been provided in theCorporate Governance Report and also posted on the website of the Company at:http://cardindia.com/wp-content/uploads/2019/03/Policy-on-Vigil-Mechanism-Revised-w.e.f.-01.04.2019.pdf

10) STATUTORY AUDITORS:

M/s. P. G. Bhagwat Chartered Accountants (Firm Registration No. 101118W) have beenacting as auditors of the Company since conclusion of the 63 Annual General Meeting (AGM)of the Company held on August 11 2017. They were appointed for a period of five (5)consecutive years commencing from the conclusion of 63 AGM till the conclusion of the 68AGM of the Company subject to rati cation by the members if any required as perapplicable laws from time to time at every AGM.

Pursuant to noti cation of certain sections of the Companies (Amendment) Act 2017 onMay 7 2018 the requirement of rati cation of auditors by the members is no longerrequired. Hence the resolution for rati cation of the appointment has not been proposedin the ensuing AGM.

11) AUDITOR'S REPORT:

There are no adverse remarks nor any disclaimer qualifications or reservations in theAuditors' Report.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodi cation(s) or re-enactment for the time being in force).

12) SECRETARIAL AUDIT REPORT:

S. Anantha & Ved LLP (LLPIN: AAH8229) Company Secretaries Mumbai were appointedas the Secretarial Auditor to conduct the Secretarial Audit of the Company for thefinancial year 2018-19 as required under Section 204 of the Companies Act 2013 and therules made thereunder.

The Secretarial Audit Report for the financial year 2018-19 is annexed as Annexure -A to this Report.

There are no adverse remarks nor any disclaimer qualifications or reservations in theSecretarial Audit Report.

13) DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Sections 134(3)(c) and 134(5) of the Companies Act 2013 the Directors conrm that:

a) in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for the year ended March 31 2019;

c) the Directors 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;

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

e) the Directors have laid down internal financial controls which are to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.

14) CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on Corporate Governance practices followed by the Company together with a certicate from Apte Joshi & Associates Practicing Company Secretaries Pune con rmingcompliance is set out separately under Corporate Governance Report.

15) POLICY FOR SELECTION APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING

CRITERIA FOR THEIR PERFORMANCE EVALUATION:

The Amendment Regulations brought amendment in the Listing Regulations which becameeffective from April 1 2019. Pursuant to the Amendment Regulations the Company revisedits "Nomination & Remuneration Policy" wherein the terms of reference of theNomination and Remuneration Committee were amended to include the recommendation to theBoard by the Committee all remuneration in whatever form payable to Senior management.

The revised Nomination & Remuneration Policy as approved by the Board is annexed tothis Report as Annexure B and is also uploaded on the Company's website at:http://cardindia.com/wp-content/uploads/2018/10/Nomination-Remuneration-Policy-Revised.pdf

16) PERFORMANCE EVALUATION:

Regulation 4(2)(f)(ii)(9) read with Regulation 17(10) of the Listing Regulationsmandates that the Board shall monitor and review the Board evaluation framework and shallcarry out performance evaluation of the Independent Directors. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated.

The performance evaluation of the Directors the Board and its Committees wasaccordingly carried out based on the criteria laid down under the SEBI Circular datedJanuary 5 2017 for Performance Evaluation in the Nomination & Remuneration Policyand approved by the Board of Directors. Further details in respect of the criteria ofevaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also assessed the quality quantity andtimelines of flow of information between the Company management and the Board. YourDirectors express their satisfaction with the evaluation process.

17) PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

During the year under review none of the employees have drawn remuneration more thanthe limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and none of the employees hold (by himself or along withhis spouse and dependent children) more than 2% of the equity shares of the Company.Hence the requirement of disclosure under Section 197(12) of the Companies Act 2013 isnot applicable.

The details of Top 10 employees together with the remuneration drawn by them is annexedas Annexure C to this Report.

18) PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

a) The ratio of the remuneration of each Director to the median employee's remunerationfor the financial year and such other details as prescribed is as given below:

The Company did not have any Executive Director on its roll during the financial year2018-19. Therefore the ratio required above is not applicable.

 

b) The percentage increase in remuneration of each Director Manager Chief ExecutiveOfficer Chief Financial Officer or Company Secretary if any in the financial year:

Name % increase
Mr. Vinod Vazhapulli (Chief Executive Officer) Resigned the services of the Company with effect from December 31 2018. Hence there was no increase in the remuneration during the year
Mr. Krishna Suvarna (Chief Financial Officer) Resigned the services of the Company with effect from October 9 2018. Hence there was no increase in the remuneration during the year
Mr. Kishor Makwana (Chief Financial Officer) Joined the services of the Company with effect from October 10 2019. Hence there was no increase in the remuneration during the year
Ms. Jaimeetkaur Sial (Company Secretary Resigned the services of the Company with effect from March 20 2019. Hence there was no increase in the remuneration during the year

 

c) The percentage increase in the median remuneration of employees in the financialyear:

There was no increase in the median remuneration of employees in the financial year.

 

d) The number of permanent employees on the rolls of the Company as on March 31 2019:254

 

e) 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:

During the year under review there was no increase in the average remuneration ofemployees other than the managerial personnel. Further there was no increase in theaverage managerial remuneration during the year.

f) The remuneration has been paid to all the employees of the Company as per theNomination &

Remuneration Policy of the Company.

19) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN

SECTION 188(1) OF THE COMPANIES ACT 2013:

All the transactions with related parties are in the ordinary course of business and atarm's length basis; and

therefore disclosure in Form AOC-2 is not required.

Pursuant to the Amendment Regulations the Company revised its "Policy on RelatedParty Transactions"

wherein the threshold limit on Related Party Transactions was amended to 10% during afinancial year.

The revised Policy on Related Party Transactions as approved by the Board is uploadedon the Company's

website at:http://cardindia.com/wp-content/uploads/2018/01/ICC-Policy-on-Related-Party-Transactions.pdf

20) DEPOSITS:

During the year 2018-19 the Company did not accept any deposit from public within themeaning of Section 73

of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014.

21) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT 2013:

During the year under review no loans guarantees or securities were given orinvestments were made

pursuant to provisions of Section 186 of the Companies Act 2013.

22) SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going

concern status and Company's operations in future.

23) ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is giving due consideration to the conservation of energy and all effortsare being made to

properly utilize the energy resources.

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed as Annexure - D tothis Report.

24) MAINTENANCE OF COST RECORDS AND APPLICABILITY OF COST AUDIT:

The Company has a costing system to help control costs and to take decisions onpricing. Pursuant to Noti cation No. G.S.R. 725 (E) dated July 31 2018 whereby theCompanies (Accounts) Amendment Rules 2018 were noti ed the Company is maintaining theCost Records under sub-section (1) of Section 148 of the Companies Act 2013. A certi cateof M/s. S. R. Bhargave & Co. Cost Accountants has been obtained certifying that theCompany has maintained the Cost Records as per the statutory requirements mentioned above.

25) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company operates in ERP environment and has implemented the Oracle System for thepurpose of "Internal Financial Controls" within the meaning of the explanationto Section 134(5)(e) of the Companies Act 2013 read with Rule 8(5)(viii) of theCompanies (Accounts) Rules 2014. The Company has laid down internal financial controlswhich are adequate and were operating effectively and the Board of Directors has adoptednecessary internal control policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial information.

The Board of Directors is of the opinion that for the year ended March 31 2019 theCompany has sound internal financial controls commensurate with the nature and size of thebusiness operations of the Company.

26) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.

27) RISK MANAGEMENT:

The Company has in place a Risk Management System which takes care of risk identication assessment and mitigation. There are no risks which in the opinion of the Boardthreaten the existence of the Company. Risk factors and its mitigation are coveredextensively in the Management Discussion and Analysis Report forming part of this Report.

28) EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to Section 92(3) of the Companies Act 2013prepared in Form

MGT 9 is annexed as Annexure - E to this Report.

29) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted CSR Committee considering the requirements of theCompanies Act 2013. Details regarding constitution of the Committee and its meetings havebeen provided in the Corporate Governance Report.

Considering the threshold requirements specified under Section 135(1) of the CompaniesAct 2013 the Company was not liable for CSR spending as specified under Section 135(5)of the Companies Act 2013 for the financial year 2018-19 and hence has not spent anyamount on CSR activities during the financial year 2018-19.

30) POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has in place Anti Sexual Harassment Policy in line with the requirements ofThe Sexual

Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints

Committee has been set up to redress complaints received regarding sexual harassmentand to conduct regular awareness programs. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the financial year 2018-19 one complaint was received and the same wasdisposed.

31) DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

Except as stated above and disclosed elsewhere in this Report no material changes andcommitments have occurred between the end of the financial year of the Company and date ofthis Report which can affect the financial position of the Company.

32) SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

(ICSI):

The Company complies with the Secretarial Standards issued by ICSI one of the premierprofessional bodies

in India.

33) CHANGES IN THE NATURE OF BUSINESS:

There were no changes in the nature of business during the financial year under review.

34) APPRECIATION:

Your Directors place on record their sincere thanks and appreciation for the continuedsupport extended by Central and State Governments bankers customers suppliers andmembers. Your Board would like to record its sincere appreciation to the employees for thededicated efforts and contribution in playing a significant part in the Company'soperations.

For and on behalf of the Board of Directors
Place : Mumbai Prashant Trivedi
Date : May 24 2019 Chairman
(DIN : 00167782)