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Luharuka Media & Infra Ltd.

BSE: 512048 Sector: Financials
NSE: N.A. ISIN Code: INE195E01020
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NSE 05:30 | 01 Jan Luharuka Media & Infra Ltd
OPEN 0.92
PREVIOUS CLOSE 0.89
VOLUME 86734
52-Week high 1.27
52-Week low 0.45
P/E 45.50
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.92
CLOSE 0.89
VOLUME 86734
52-Week high 1.27
52-Week low 0.45
P/E 45.50
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Luharuka Media & Infra Ltd. (LUHARUKAMEDIA) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 40th Annual Report on the businessand operations of your Company with Audited Financial Statements for the Financial yearended March 31 2021.

1. Financial RESULTS:

The financial results of the Company are summarized below:

(Rs. In Lakhs)

Particulars For the year Ended March 31 2021 For the year Ended March 31 2020
Revenue from Operations 120.32 76.66
Other Income 0.26 11.68
Total Revenue 120.58 88.34
Total Expenses 97.91 92.94
Profit/(loss) before Tax 22.67 (4.60)
Current Tax Expenses 8.82 0.00
Deferred Tax 0.00 (0.07)
Tax of earlier years (0.17) 0.37
Profit/(loss) after Tax 14.02 (4.89)
Earnings per Share (eps) (in Rs.)
(Basic and Diluted) 0.01 (0.01)

2. Overview of financial performance:

The Company's Revenue from operations for F.Y. 2020-21 has increased to Rs. 120.32Lakhs as compared to Rs. 76.66 Lakhs in the Previous Year. The Net profit for the yearstood at Rs. 14.02 Lakhs against the loss of Rs. 4.89 Lakhs during the previous year.

The Audited Financial Statement of the Company for the year ended March 31 2021 havebeen prepared in accordance with Indian Accounting Standards (IND-AS) the relevantprovisions of the Companies Act 2013 ("the Act") which have been reviewed bythe Statutory Auditors.

Further a detailed analysis of Company's performance is included in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

3. Operations:

Luharuka Media & Infra Limited (LMIL) is a Non-banking Finance Company (NBFC).LMIL's primary focus is providing inter corporate loans personal loans loans againstshares & securities loans against properties Mortgage Loans Auto / Home Loanstrade financing bills discounting trading in shares nbfcs play an important role in theIndian financial intermediation space by complementing bank credit undertaking nichefinancing and promoting financial inclusion. As the COVID-19 pandemic disrupted economicactivities significantly nbfcs were hit hard.

The Reserve Bank and the Government of India undertook various liquidity augmentingmeasures to tackle COVID-19 disruptions which facilitated favorable market conditions

4. Change in the nature of business:

There has been no change in the nature of business of the Company.

5. Dividend:

Based on Company's Financial performance for the year 2020-21 and in order to conserveresources to face the challenges and the contingencies due to current pandemic the Boardof Directors have not recommended the any dividend on equity shares for the financial year2020-21.

6. Transfer TO RESERVES:

There was no amount from statement of profit or loss which was transferred to GeneralReserves during the year under review. The closing balance of the retained earnings of theCompany for F.Y. 2020-21 after all appropriation and adjustments was Rs. 28.99 Lakhs.

7. SHARE capital:

During the year under review there have been no changes in Share Capital of theCompany. The issued subscribed and paid-up Equity Share Capital of the Company as onMarch 31 2021 is Rs. 93720000 consisting of 93720000 equity shares of face value ofRs. 1 fully paid up. Further there was no public issue rights issue bonus issue orpreferential issue etc. During the year. The Company has not issued shares withdifferential voting rights or sweat equity shares nor has granted any stock optionsduring the Financial Year 2020-21.

8. Listing WITH THE STOCK exchanges:

Your Company's equity shares are listed on the BSE Limited. Annual listing fees for theFinancial Years 2020-21 and 2021-22 have been paid to BSE Limited.

9. Transfer OF unclaimed dividend amounts and concerned SHARES TO investoreducation and protection fund (iepf) AUTHORITY:

Your Company did not have any funds lying in unpaid or unclaimed dividend account for aconsecutive period of seven years. Therefore there were no funds which were required tobe transferred to Investor Education and Protection Fund (IEPF). Further members who havenot yet en-cashed their Final Dividends of financial years 2015-16 2016-17 and 2017-18are requested to make their claims to the Company / RTA. Members are requested to quotefolio numbers / DP ID – Client ID in all their correspondence.

10. Deposits:

Your Company has neither invited nor accepted / renewed any deposits from the publicunder Chapter V of the Companies Act 2013. There are no unclaimed deposits unclaimed /unpaid interest refunds due to the deposit holders or to be deposited to the InvestorEducation and Protection Fund as on 31st March 2021.

11. Particulars OF holding SUBSIDIARY ASSOCIATE companies & joint venture:

The Company has no Holding or Subsidiary or Associates or Joint Venture Company as onMarch 31 2021. Accordingly the details required under Form AOC-1 are not applicable.

12. Material changes and commitments:

No material changes and commitments occurred during or after the close of the financialyear 2020-21 till the date of this Report which affect the financial position of theCompany. Further the Company has less than 10 employees; hence gratuity payment is notapplicable as per ‘The Payment of Gratuity Act 1972'. Accordingly the AccountingPolicy of the same was removed as discussed at its meeting held on September 15 2020.

Inspite of the unprecedented situation your Company has been successful in avertingpotential adverse impact on the business and on the contrary it has grown. Further thepandemic has exploded in India and generated a health crisis of a kind that has hardlybeen experienced before in our history. The ferocity of the COVID-19 second wave hasoverwhelmed India and the world. The state of Maharashtra has been affected a lot. At thisjuncture it is difficult to further determine how the situation will develop into andwhether the business operations of the company will be once again affected due to lockdownand restrictions that may be imposed by the government.

13. Corporate governance:

Your Company follows the highest standards of Corporate Governance best practices. Itadheres to and has implemented the requirements set out by SEBI's Corporate Governancenorms. Further pursuant to Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 ("the SEBI ListingRegulations") a separate section on Corporate Governance practices followed byCompany form an integral part of this Report.

A certificate confirming the compliance conditions of Corporate Governance asstipulated in the SEBI Listing Regulations from M/s. Mitesh J. Shah & AssociatesCompany Secretaries is forming part of the Annual Report.

All Board members and Senior Management personnel's have affirmed compliance with theCode of Conduct for the year 2020-21. A declaration to this effect signed by the ManagingDirector of the Company is contained in this Annual Report.

14. DIRECTORS and KEY managerial personnel's:

The details of the Directors their meetings held during the year and the extracts ofthe Nomination and Remuneration Policy has been given in the Corporate Governance Reportwhich forms part of this report.

A. Following were the Directors as on march 31 2021:

Sr. No. Name of the Director Din Category
1. Mr. Ankur Agrawal 06408167 Managing Director and Chairman
2. Mrs. Apeksha Kadam 08878724 Additional Director (Non-Executive Non-Independent Woman Director)
3. Mr. Devendra Lal Thakur 00392511 Non-Executive Independent Director
4. Mr. Milin Ramani 07697636 Non-Executive Independent Director

Changes in Board Composition:

Changes in Board Composition during FY 2020-21 is furnished below:

(i) Appointment / Re-appointment of Directors

Pursuant to Regulation 17 of the SEBI Listing Regulations read with sections 149and 161 of the Companies Act 2013 and based on recommendation of Nomination andRemuneration Committee the Board of Directors of the Company at their meeting held onFebruary 12 2021 appointed Mrs. Apeksha Kadam (DIN: 08878724) as an Additional WomanDirector w.e.f. February 12 2021 to hold office up to the date of forthcoming AnnualGeneral Meeting ("AGM"). Further the Nomination and Remuneration committee hasrecommended to regularise her as an Non-Executive Director of the Company at ensuingAnnual General Meeting. Further the Company has received requisite declarations from her.The Board recommends the same for the approval of shareholders at ensuing AGM and the sameis forming part of notice of this AGM.

Mr. Ankur Agrawal was appointed as Managing Director of the Company for a period ofFive years with effect from June 27 2016 to June 26 2021. Considering his vastexperience and expertise and as part of the initiative to create enduring guidance for theCompany and pursuant to recommendation of the Nomination and Remuneration Committee theBoard of Directors of the Company has considered and approved reappointment of Mr. AnkurAgrawal as Managing Director at its meeting held on May 25 2021 for a period of 5 yearscommencing from May 25 2021 to May 24 2026 on the terms and conditions and remunerationas may be approved by the Board and subject to approval of Members at the ensuing AnnualGeneral Meeting.

Details about the directors being appointed / re-appointed are given in the Notice ofthe Annual General Meeting.

(ii) Resignation

Ms. Deepika Agrawal (DIN: 06644785) tendered her resignation as a Non-ExecutiveNon-Independent Woman Director with effect from closing hours of February 12 2021 due topersonal and unavoidable circumstances..

(iii) Retirement by Rotation

Pursuant to provisions of Section 152(6) of the Companies Act 2013 none of theDirectors of the Company are liable to retire by rotation at 40th AGM as Mr. Devendra LalThakur and Mr. Milin Ramani being Independent Directors of the Company are not liable toretire by rotation and Mrs. Apeksha Kadam and Mr. Ankur Agrawal are proposed to beappointed/re-appointed at the 40th Annual General Meeting as Non-Executive Non-IndependentDirector and Managing Director respectively.

Further none of the Directors are disqualified for being appointed as the Director ofthe Company in terms of Section 164 of the Companies Act 2013. The company has receiveddeclaration from all the Independent Directors of the Company confirming that they meetthe criteria of Independence as prescribed under section 149(6) of the Companies Act 2013and Regulation 16 and Regulation 25(8) of SEBI Listing Regulations. The IndependentDirectors have confirmed that they are not aware of any circumstances or situation whichexists or reasonably anticipated that could impair or impact his ability to discharge hisduties with an objective independent judgment and without any external influence.

In the opinion of the board the independent directors possess the requisite expertiseand experience and are the person of integrity and repute. They fulfill the Conditionsspecified in the Companies Act 2013 and the rules made thereunder and are independent ofthe management. Further all the independent directors on the Board of the Company areregistered with the Indian Institute of Corporate Affairs Manesar Gurgaon("IICA") and have complied with the provisions of section 150 of the CompaniesAct 2013 read with rules framed thereunder.

B. Key managerial personnel's (Kmp's)

The Company has following managerial personnel's as on march 31 2021:

Sr. No Name of the KMP's Designation
1. Mr. Ankur Agrawal Managing Director
2. Mr. Pravinkumar Gupta Chief Financial Officer and
3. Ms. Priyanka Damania Company Secretary and
Compliance Officer

The Company accepted the resignation of Ms. Hiral Shah Company Secretary andCompliance Officer of the Company w.e.f. October 05 2020.

As Recommended by Nomination and Remuneration Committee the Board of Directors ofthe Company had considered and approved the appointment of Ms. Priyanka Damania anAssociate Member of Institute of Company Secretaries of India as Company Secretary inwhole-time employment and Compliance Officer of the Company with effect from October 172020.

Remuneration and other details of the said Key Managerial Personnel's for thefinancial year ended March 31 2021 are provided in the Annexure II of the Board'sReport.

I. Board Effectiveness:

Director's Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulation andSEBI Circular no. SEBI/CFD/CMD/CIR/P/2017/004 dated January 05 2017 the Board ofDirectors has carried out an annual performance evaluation of its own performance BoardCommittees and individual Directors (wherein the concerned Director being evaluated didnot participate).

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Theperformance evaluation of the Independent Directors was carried out by the entire Boardexcluding the independent director being evaluated.

The Board considered and discussed the inputs received from the Directors. Further theIndependent Directors at their meeting held on February 12 2021 reviewed the performanceand role of Non-Independent Directors and the Board as a whole and Chairman of theCompany. Further the Independent Directors had also assessed the quality quantity andtimeliness of flow of information between the Company management and the Board that wasnecessary for the Board to effectively and reasonably perform their duties.

Familiarization program for Independent Director(s)

The familiarization program aims to provide the Independent Directors their rolesresponsibilities in the Company nature of the industry business model processes &policies and the technology and the risk management systems of the Company theoperational and financial performance of the Company significant development so as toenable them to take well informed decisions in timely manner. The details of suchfamiliarization programmes of the Company may be accessed on the Company's websitehttp://www.luharukamediainfra.com/investorsrelation.aspx.

Meeting of the Board and its Committees

The Board has 3 Established Following Committees:

1) Audit Committee;

2) Nomination and Remuneration Committee; and

3) Stakeholders' Relationship Committee.

Details of the Board and its Committees along with their amended charters compositionmeetings held during the year are given under Corporate Governance Report appearingelsewhere as a separate section in this Annual Report.

15. Contracts and arrangements WITH RELATED parties:

The Company has put in place a policy for Related Party Transactions i.e. Policies ondetermining materiality of related party transactions and also on dealing with RelatedParty Transactions which has been reviewed and approved by the Audit Committee and Boardof Directors. The Policy provides for the identification of Related Party Transactionsnecessary approvals by the Audit Committee / Board of Directors / Shareholders reportingand disclosure requirements in compliance with the Companies Act 2013 and provisions ofthe SEBI Listing Regulations.

All transactions entered into by the Company during the financial year with relatedparties were on arm's length basis & in ordinary course of business and in compliancewith the provisions of section 188 of the Companies Act 2013 and the SEBI ListingRegulations. Further all such related party transactions were placed before the AuditCommittee for approval wherever applicable.

The Company has not entered into any material transactions with related partiesreferred to in Section 188(1) of the Companies Act 2013 and in compliance with the SEBIListing Regulations. Accordingly the details are not required to be given under AOC-2.

The details of contracts and arrangements with related parties of your Company for thefinancial year under review are given in notes to the Financial Statements forming partof this Annual Report.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations your Company has filedhalf yearly reports on related party transactions with the Stock Exchange(s).

Further Policies on determining materiality of related party transactions and also ondealing with Related Party Transactions has been posted on the website of the Company athttp://www.luharukamediainfra.com/investorsrelation. Aspx.

16. Particulars OF loans guarantees OR investments:

Pursuant to Section 186 of Companies Act 2013 disclosure on particulars relating toloans advances guarantees and investments are provided as part of the notes to financialstatements.

17. Nomination and remuneration policy:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the SEBI Listing Regulations the Nomination and RemunerationCommittee is responsible for formulating the criteria for determining qualificationpositive attributes and independence of a Director. The Nomination and RemunerationCommittee is also responsible for recommending to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees.

The Company has a Nomination and Remuneration Policy for Directors and SeniorManagerial Personnel's approved by the Nomination and Remuneration Committee and theBoard. The policy inter alia provide:

• To evaluate the performance of the members of the Board.

• To ensure remuneration payable to Directors KMP's & other senior Managementstrike appropriate balance and commensurate among others with the functioning of theCompany and its long term objectives.

• To retain motivate and promote talent within the Company and to ensure long termsustainability of the managerial persons and create competitive advantage.

The remuneration policy is placed on the Company's website and can be accessed athttp://www.luharukamediainfra. Com/investorsrelation.aspx.

18. VIGIL mechanism/ WHISTLE BLOWER policy:

In Compliance with Section 177(9) of the Companies Act 2013 read with Regulation 22 ofthe SEBI Listing Regulations the Company has adopted a vigil mechanism/Whistle BlowerPolicy. The Company's vigil mechanism/ Whistle blower Policy aims to provide theappropriate platform and protection for Whistle Blowers to report instances of fraud andmismanagement if any to promote reporting of any unethical or improper practice orviolation of the Company's Code of Conduct or complaints regarding accounting auditinginternal controls or suspected incidents of violation of applicable laws and regulationsincluding the Company's code of conduct or ethics policy or Code of Conduct for Preventionof Insider Trading in the Company Code of Fair practices and Disclosure.

The Vigil Mechanism provides a mechanism for employees of the Company to approach theChairman of the Audit Committee of the Company for redressal. Details of the VigilMechanism and Whistleblower policy are made available on the Company's website athttp://www.luharukamediainfra.com/investorsrelation.aspx.

During the Financial Year 2020-21 no cases under this mechanism were reported to theCompany.

19. Business RISK management:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The companyhas been addressing various risks impacting the company and brief view of the company onrisk management is provided elsewhere in this annual report in Management Discussion andAnalysis Report.

20. DISCLOSURE under THE SEXUAL harassment OF women AT workplace (preventionprohibition and REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at the workplace. No complaintswere pending at the beginning of the year. Further the Company did not receive anycomplaints of sexual harassment during the year and accordingly no complaints werepending as at the end of the financial year. No cases of child labour forced labour andinvoluntary labour were reported during the year. Further the Company is neither requiredto adopt policy for prevention of Sexual Harassment of Women at Workplace nor toconstitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

21. AUDITORS:

A. Statutory Auditor

M/s. R D N A and Co. LLP Chartered Accountants were appointed as the StatutoryAuditors of the Company at 37th Annual General Meeting ("AGM") to hold officefor a period of five consecutive years i.e. To hold office till the conclusion of the 42ndAGM of the Company. Pursuant to the provisions Section 139 of the of the Companies Act2013 and the Companies (Amendment) Act 2018 effective from 7 May 2018 the requirementof seeking ratification of auditor's appointment at every AGM has been withdrawn from thestatute. During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under Companies Act 2013.

The Statutory Audit Report does not contain any qualifications reservations or adverseremarks. The Auditors' Report is enclosed with the financial statements forms part of theAnnual Report.

Further the Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Companies Act 2013.

B. Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s. Mitesh J. Shah & Associates PracticingCompany Secretaries as Secretarial Auditor to undertake the secretarial audit of theCompany for financial year 2020-21.

The Secretarial Audit Report for the financial year ended March 31 2021 in theprescribed Form MR-3 is annexed as Annexure-I to this Report. The report isself-explanatory and does not have any qualifications.

Pursuant to circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019 issued by theSEBI the company has obtained Annual Secretarial Compliance Report for the year endedMarch 31 2021 from Practicing Company Secretaries on compliance of all applicable SEBIRegulations/circulars/ guidelines issued thereunder and the copy of the same has beensubmitted with the Stock Exchange(s) within the prescribed due date.

C. Internal Auditor

M/s. AHSP & Co. LLP Practicing Chartered Accountants Mumbai performed the dutiesof Internal Auditors of the Company for the Financial Year 2020-21 and their report isreviewed by the Audit Committee on quarterly basis.

D. Cost Auditor

Pursuant to provisions of section 148 of the Companies Act 2013 and rules madethereunder the Company is not required to appoint cost auditor..

22. Internal control systems and THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

23. DIRECTORS' responsibility statement:

Pursuant to sub- section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained /received from the operating management your Directors make the following statement andconfirm that-

I. In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards have been followed and there are no material departures.

Ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 profit of the Company for the year under review.

Iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

Iv. The Directors have prepared the annual accounts on a going concern basis.

V. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

Vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

24. Conservation OF energy technology absorption foreign exchange earnings and OUTGO:

A. Conservation of Energy and Technology Absorption:

The operations of the Company are entirely service based and thus essentially theCompany is non-energy intensive organization. Conservation of energy and technologyabsorption information pursuant to section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is not applicable to the Company.

B. Foreign Exchange Earnings and Outgo:

Total Foreign Exchange used and earned by the Company is as follows:

Particulars Year Ended 31 march 2021 Year Ended 31 march 2020
Foreign Exchange Used - -
Foreign Exchange Earned - -

25. Management discussion & analysis report:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI Listing Regulations is presented in a separate sectionforming part of this Annual Report.

26. Annual return:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for F.Y. 2020-21 is available on Company'swebsite at www.luharukamediainfra.com.

27. Remuneration TO DIRECTORS particulars OF employees and human RESOURCES (HR):

The Directors believe that key pillars to the service industry are people processesproduct (services) and technology. As on March 31 2021 the Company had a total 7employees and our Endeavour is to create a conducive environment in which all four pillarswork in harmony for the success of the organisation and its people. The Directors wish toplace on record their appreciation and acknowledgment of the efforts and dedication andcontributions made by employees at all levels during the year under review. The Companycontinues to focus on attracting new talent & help them to acquire new skills explorenew roles and realize their potential.

The ratio of the remuneration of each Director to the median employee's remunerationand other detail in terms of Section 197(12) of the Companies Act 2013 read along withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure II to this Report.

28. Internal financial control:

The Internal Financial Controls with reference to financial statements as designsed andimplemented by the Company are adequate. Based on the framework of Internal FinancialControls and compliance systems established and maintained by the Company audit andreviews performed by the Internal Statutory and Secretarial Auditors and the reviewsundertaken by the Management and the Audit Committee the Board is of the opinion that theCompany's Internal Financial Controls have been adequate and effective.

29. Significant & material ORDERS passed BY THE REGULATORS OR COURTS OR tribunals:

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations.

30. Prevention OF insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading and Codefor Fair Disclosure with a view to regulate trading in securities by the Directors anddesignated employees person of the Company in compliance with SEBI (Prohibition of InsiderTrading) Regulations 2015. The code is available on website of the Company atwww.luharukamediainfra.com

31. CODE OF conduct:

Regulation 17(5) of the SEBI Listing Regulations requires listed companies to lay downa code of conduct for its Directors and Senior Management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has also adopted a Code ofConduct for Directors and senior management. A declaration duly signed by the ManagingDirector is given under Corporate Governance Report appearing elsewhere as a separatesection in this Annual Report. The Policy with Respect to Obligation of Directors &Senior Management is also posted on the website of the Company atwww.luharukamediainfra.com

32. SECRETARIAL standards:

During the year under review the Company has complied with the applicable SecretarialStandard - 1 (SS-1) and Secretarial Standard - 2 (SS-2) with respect to Board Meetings andGeneral Meetings respectively specified by the Institute of Company Secretaries of India.

33. Corporate SOCIAL responsibility:

The Company does not come under the purview of the provisions of section 135 of theCompanies Act 2013 read with the Rules prescribed therein relating to Corporate SocialResponsibility.

34. CHIEF financial OFFICER certification:

Certification from Chief Financial Officer and Managing Director as required underRegulation 17 (8) read with Part B of Schedule II of the SEBI Listing Regulationscertifying that the financial statements do not contain any untrue statement and thesestatements represent a true and fair view of the Company's affairs has been obtained.

35. Acknowledgement:

Your Board takes this opportunity to place on record our deep appreciation to ourShareholders Customers Business Partners Vendors Bankers Financial InstitutionsRegulatory and Government Authorities and other Stakeholders at large for their valuedsupport rendered during the year under review.

The Directors also thank the Government of India Governments of various states inIndia and concerned Government departments and agencies for their co-operation.

The Directors deeply regret the losses suffered due to the Covid-19 pandemic and placeon record their sincere appreciation to all the front-line workers and those who have gonebeyond their duties in battling against the pandemic.

BY ORDER OF THE BOARD OF DIRECTORS OF LUHARUKA media & infra limited
SD/-
Ankur AGRAWAL
DATE : July 29 2021 Chairman and managing DIRECTOR
Place: mumbai Din:06408167

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