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Lykis Ltd.

BSE: 530689 Sector: Consumer
NSE: N.A. ISIN Code: INE624M01014
BSE 00:00 | 26 May 28.55 -1.15
(-3.87%)
OPEN

29.25

HIGH

29.50

LOW

28.30

NSE 05:30 | 01 Jan Lykis Ltd
OPEN 29.25
PREVIOUS CLOSE 29.70
VOLUME 8973
52-Week high 45.15
52-Week low 27.20
P/E
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.25
CLOSE 29.70
VOLUME 8973
52-Week high 45.15
52-Week low 27.20
P/E
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lykis Ltd. (LYKIS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Thirty Seventh AnnualReport of the Company along with Audited Financial Statement for the year ended March 312021.

1.FINANCIAL HIGHLIGHTS:

( Rs. In Lakhs)

Particulars For the year ended on 31.03.2021 For the year ended on 31.03.2020 For the year ended on 31.03.2021 For the year ended on 31.03.2020
(Standalone) (Standalone) (Consolidated) (Consolidated)
Continuing Operations:
Income
Revenue from Operation 5867.56 8415.96 6329.39 8428.42
Other Income 105.10 243.39 110.10 245.08
Total Income 5972.66 8659.35 6439.49 8673.50
Expenditure
Less: Operating & Other Expenses 6788.38 8687.17 6867.66 8748.06
Profit Before Depreciation and Tax (815.72) (27.82) (428.17) (74.56)
Less: Depreciation 78.23 50.18 78.23 50.19
Profit/(Loss) Before Tax from Continuing (893.95) (78.00) (506.40) (124.75)
Operations
Less : Provision for Taxes 10.12 6.91 10.12 6.91
Less :Deferred Tax (247.67) (24.54) (275.59) (6.97)
Profit/(Loss) for the year from Continuing (656.41) (60.37) (240.93) (124.69)
Operations (A)
Discontinuing Operations:
Loss from discontinuing operations before tax (431.50) (50.41) (431.50) (50.41)
Less: Tax from discontinuing operations (0.83) 2.84 (0.83) 15.30
Loss from Discontinuing Operations (B) (430.67) (53.25) (430.67) (65.71)
Profit/(Loss) for the year (A+B) (1087.08) (113.62) (671.60) (190.40)
Total Comprehensive Income / Loss for the year (1058.91) (141.09) (643.43) (217.88)

2.COMPANY'S PERFORMANCE

During the year ended March 31 2021 Operational Revenue includingother income on standalone basis was Rs. 5972.66 lakhs from Continuing operationsand Rs. 497.07 lakhs from Discontinued Operation and Profit/(Loss) Before Tax was Rs.(1325.45) lakhs vs Rs. (128.41) lakhs in previous year while Net Profit/(Loss) for thefinancial year ended March 31 2021 was Rs. (1087.08) lakhs vs Rs. (113.62) lakhs inprevious year.

On a consolidated basis the operational revenue including other incomewas Rs. 6439.49 lakhs from continuing operations and Rs. 497.07 lakhs from DiscontinuedOperation and Profit/ (Loss) Before Tax was Rs. (937.90) lakhs vs Rs. (175.16)lakhs last year. The Net Profit/(Loss) for the financial year ended March 31 2021 was Rs.(671.60) lakhs vs Rs. (190.40) lakhs in previous year.

Your Company has taken several remedial steps to meet the challengesviz. measures in saving cost at all front of operations optimize use of availableresources etc.

A detailed analysis on the operations of the Company during the yearunder report and outlook for the current year is included in the Management Discussion andAnalysis Report forming part of this Annual Report.

3.DIVIDEND

Your Directors have not recommended dividend for the financial yearMarch 31 2021.

4.RESERVES

There is no amount proposed to be transferred to the General Reserveduring the year under review.

5.SUBSIDIARY AND ASSOCIATES ENTITIES:

As on March 31 2021 your company has two subsidiary company and twoassociate companies details whereof as under:

• SUBSIDIARY ENTITIES

Lykis Marketing is the wholly owned subsidiary of Lykis Limited. Thecompany has main focused on FMCG product Commission agent and Marketing services.

Lykis Exports LLC is the wholly owned subsidiary of Lykis Limited. TheCompany has the main business of export of FMCG ENA & Industrial Products.

In accordance with the provision of section 136 of the Companies Act2013 the annual report are placed on the company website i.e. www.lykis.in.

• ASSOCIATE ENTITIES

Lykis Packaging Private Limited and Lykon Foods Private Limited are theassociate company.

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaryand associate company in Form AOC-1 is attached as Annexure A to this report.

6. BOARD OF DIRECTORS

i. Appointment

a) The Board of Directors in their meeting held on November 14 2020have approved the re-designation of Mr. Prince Tulsian (DIN: 02691348) from ManagingDirector to Non-Executive Director of the company. Further consent of the members of thecompany by passing Ordinary Resolution through Postal Ballot dated February 20 2021 havere-designation of Mr. Prince Tulsian (DIN: 02691348) as Non-Executive Director of thecompany. The Board of Directors in their meeting held on November 14 2020 have appointedMr. Nadir Umedali Dhrolia (DIN: 03303675) as the Managing Director of the Company for aterm of five consecutive years. Further consent of the members of the company by passingSpecial Resolution through Postal Ballot dated February 20 2021 have granted for theappointment of Mr. Nadir Umedali Dhrolia (DIN: 03303675) as the Managing Director of thecompany with effect from November 14 2020 for a period of five (5) consecutive years. Mr.Shafeen Sadruddin Charania (DIN: 07283015) appointed as Additional Director in theCapacity of Non-Executive Director in the Board Meeting held on November 142020. Furthershareholders of the company have appointed him as Non-Executive Director of the Company bypassing Ordinary Resolution through Postal Ballot dated February 20 2021. Mr. Kairav AnilTrivedi (DIN: 07893708) appointed as Additional Director in the Capacity of IndependentDirector of the company in the Board Meeting held on November 14 2020. Furthershareholders of the company have appointed him as Non-Executive Independent Director ofthe Company by passing Ordinary Resolution through Postal Ballot dated February 20 2021.

b) As per Recommendation of Nomination and Remuneration Committee andpursuant to the provision of section 161 of the Companies Act 2013 and other applicableprovisions if any of the Companies Act 2013 read with rules made thereunder (includingstatutory modifications or re-enactment thereof) Mr. Rajesh Nambiar (DIN: 09004586)was appointed as Additional Director in the capacity of Independent director with effectfrom February 13 2021 who shall hold office upto the date of the ensuing Annual GeneralMeeting of the Company to be held on Thursday August 26 2021. The Board recommend hisappointment as Non-Executive Independent Director of the Company for term of 5 (five)consecutive years commencing from the conclusion 37th Annual General Meeting till theconclusion of 42nd Annual General Meeting of the company and whose office shall not beliable to retire by rotation.

c) As per Recommendation of Nomination and Remuneration Committee andpursuant to the provision of section 161 of the Companies Act 2013 and other applicableprovisions if any of the Companies Act 2013 read with rules made thereunder (includingstatutory modifications or re-enactment thereof) Ms. Neha Gada (DIN: 01642373) wasappointed as Additional Director in the capacity of Independent director with effect fromFebruary 13 2021 who shall hold office upto the date of the ensuing Annual GeneralMeeting of the Company to be held on Thursday August 26 2021. The Board recommend herappointment a Non- Executive Independent Director of the Company for term of 5 (five)consecutive years commencing from the conclusion 37th Annual General Meeting till theconclusion of 42nd Annual General Meeting of the company and whose office shall not beliable to retire by rotation.

ii. Re-appointment

As per Recommendation of Nomination and Remuneration Committee theBoard at its meeting held on June 25 2021 has approved the re-appointment of Mr. RajendraSinghvi (DIN: 08322932) as a Non-Executive Independent Director of the Company to holdoffice for second term of five consecutive years commencing from the conclusion 37thAnnual General Meeting till the conclusion of 42nd Annual General Meeting of the companyand whose office shall not be liable to retire by rotation subject to the approval ofshareholders in the ensuing Annual General Meeting.

iii. Retire by Rotation

Mr. Shafeen Charania (DIN: 07283015) shall retire by rotation at theensuing Annual General Meeting and is eligible for re-appointment. The Board recommendshis re-appointment and the same forms part of the Annual General Meeting Notice.

iv. Resignation of Directors:

During the year Mr. Vijay Kedia (DIN: 00230480) ceased to be Directorof the Company w.e.f. October 29 2020. Mr. Mayank Jhunjhunwala (DIN: 02695948) ceased tobe Independent Director of the Company w.e.f. October 29 2020. Ms. Jyoti DeviprasadBudhia (DIN: 00332044) ceased to be Independent Director of the Company with effect fromJanuary 18 2021. The same is in compliance with Schedule V C(j) of SEBI (LODR)Regulations 2015 in addition to applicable rules and regulations of applicable laws.

The necessary resolutions for the appointment /re-appointment of theabove mentioned director and their brief profile have been included in the noticeconvening the ensuing Annual General Meeting. The brief resume of the Director seekingappointment / re-appointment at the ensuing Annual General Meeting in pursuance ofRegulation 36(3) of SEBI (Listing Obligation & Disclosure Requirements) Regulation2015 is annexed to the Annual General Meeting Notice.

All the directors of the company have confirmed that they satisfy thefit and proper criteria as prescribed under the applicable regulations and that they arenot disqualified from being appointed as directors in terms of section 164(2) of theCompanies Act 2013.

7.INDEPENDENT DIRECTORS

Mr. Kairav Trivedi Mr. Rajendra Singh Singhvi Ms. Neha Gada and Mr.Rajesh Nambiar are Independent Directors of the company. The company has receiveddeclaration from all Independent Directors of the company confirming that they meet withcriteria of Independence as prescribed under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) SEBI (Listing Obligation and Disclosure Requirements) Regulation2015.

8.BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its ownperformance board committee and individual directors pursuant to provision of the Act andthe corporate governance requirement as prescribed by the Securities and Exchange Board ofIndia (Listing Obligation & Disclosure Requirement) Regulation 2015.The performance ofthe board was evaluated by the board after taking inputs from all the directors on thebasis of criteria such as the Board Composition and structure effectiveness of boardprocess information and functioning etc. as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.

In a separate meeting of Independent directors which was held on March17 2021 performance of non-independent and the board as whole was evaluated taking intoaccount the views of executive directors and non-executive directors. Performanceevaluation of Independent director was done by the entire board excluding the independentdirector being evaluated.

9.DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the Board tothe best of their knowledge hereby confirmed that:

i. In the preparation of Annual Accounts and Financial Statements forthe year ended March 31 2021 the applicable accounting standards have been followedalong with proper explanations relating to material departures if any;

ii. They have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of the financialyear and of the profit and loss of the company for that period.

iii. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of this act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

iv. They have prepared annual accounts on a going concern basis.

v. They have laid down internal financial control to be followed by thecompany and that such internal financial control are adequate and were operatingeffectively.

vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

10. MEETINGS OF BOARD OF DIRECTORS

The board met 8 (eight) times during the year. The details about theboard meeting and the attendance of the directors are provided in Corporate GovernanceReport.

11. BOARD COMMITTEES

Details of all the following Committees constituted by the Board alongwith their composition terms of references and meetings held during the year are providedin the Report on Corporate Governance which forms part of this Report.

1.Audit Committee

2.Stakeholder Committee

3.Nomination & Remuneration Committee

12. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and hasadopted a "Board Diversity Policy" which sets out the approach to diversity. TheBoard Diversity Policy of the Company is available at https://www.lykis.in/ investors.

13. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act 2013 Mr. Prince Tulsianwas the Managing Director upto November 14 2020 and was designated as Non-ExecutiveDirector w.e.f. November 14 2020. Mr. Nadir Dhrolia who was the Non- executive directorin the Company is now appointed as Managing Director w.e.f. November 14 2020. Mr. SunilPurohit resigned as the Chief Financial Officer w.e.f. November 14 2020 and Mr. ShrigopalKandoi was appointed as the Chief Financial Officer w.e.f. November 14 2020.

Ms. Neha Mankame resigned from the post of Company Secretary andCompliance Officer of the company with effect from June 10 2020. The Board of Directorsat its Meeting held on June 10 2020 appointed Mr. Anubhav Shrivastava as CompanySecretary and Compliance Officer of the Company in place of Ms. Neha Mankame.

Mr. Anubhav Shrivastava resigned from the said post with effect fromFebruary 22 2021. The Board in its meeting held on March 17 2021 appointed Ms. SuchetaChaturvedi as the Company Secretary and Compliance Officer in place of Mr. AnubhavShrivastava.

Mr. Rajesh Ramesh Tendolkar ceased to be Chief Executive Officer of thecompany with effect from January 15 2021.

14. EXTRACT OF ANNUAL RETURN

Pursuant to provision of section 92(3) of the Companies Act 2013 andnotification made thereunder the extract of Annual Return in Form MGT-9 is attached asAnnexure E.

15. AUDITORS

STATUTORY AUDITOR

M/s Banshi Jain & Associates Chartered Accountants (FirmRegistration No:100990W) were appointed as Statutory Auditors of the Company by theMembers at the 35th Annual General Meeting held on 30th September 2019 to hold officefrom the conclusion of 35th Annual General Meeting until the conclusion of 40th AnnualGeneral Meeting on such remuneration as may be determined by the Board of Directors.However the firm has shown its unwillingness to continue as the Auditors for theremaining term.

As per recommendation of the Audit Committee of the Company the Boardof Directors of the company have proposed for the appointment of M/s Singrodia &Associates Chartered Accountant (Firm Registration No. 100990W) as Statutory Auditor ofthe Company for term of five consecutive years from the conclusion 37th Annual GeneralMeeting till the conclusion of 42nd Annual General Meeting of the company. The Company hasalso received a consent from M/s Singrodia & Associates (Firm Registration No.100990W)to act as an Statutory Auditor of your company for the period of five years. There are noqualification reservation or adverse remark or disclaimer made in the audit report forthe financial year 2020-21.

INTERNAL AUDITORS

The Board at its meeting held on June 25 2021 had appointed M/s RamAgarwal and Associates (Firm Registration No 140954W) for a period of one year.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24(A) of the SEBI (Listing Obligation & Disclosure Requirements)Regulation 2015 the Company has appointed M/s. SCP & CO. Practicing CompanySecretary as Secretarial Auditor of the company.

The Secretarial audit report for the financial year ended March 312021 is appended to this Report as Annexure B which is self-explanatory ofqualifications reservations adverse remark or disclaimers made by the SecretarialAuditors in their Report.

16. COMPLIANCE WITH SECRETARIAL STANDARDS

The company has complied with Secretarial Standards on meetings ofBoard of Directors and on General Meeting issued by the Institute of Company Secretariesof India in terms of Section 118 (10) of the Companies Act 2013.

17. INTERNAL FINANCIAL CONTROL

The company has put in place adequate policies and procedures to ensurethat system of Internal Financial Control is commensurate with the size and nature of thecompany's business. The evaluation of these internal financial controls were donethrough internal audit process established within the company and also through appointingprofessional firm to carry out such tests by way of systematic internal audit programme.Based on the review of the reported evaluations the directors confirms that the financialstatement for the year ended March 31 2021 are in accordance with the applicableaccounting standards.

18. RISK MANAGEMENT

The company has established a robust Risk Management system to identify& assess the key risks and ensure smooth and efficient operations of the business.Your company is well aware of these risks and challenges and has put in place mechanism toensure that they are managed and mitigate with adequate timely actions. The auditcommittee reviews business risk area covering operational financial strategic andregulatory risks.

19. RELATED PARTY TRANSACTIONS

All contracts arrangements/ transactions entered into during the yearby the company with Related Parties were in ordinary course of business and on anarm's length basis. During the year under review the company had not entered intoany contract/ arrangement/ transactions with related parties which could be considered asmaterial. The particulars of contracts or arrangements referred to in section 188 (1) ofthe Companies Act 2013 with related parties and as mentioned in form AOC-2 is attached as"Annexure C".

20. PARTICULARS OF EMPLOYEE

During the year under report your Company has not employed any personwho was in receipt of remuneration in excess of the limits specified under Section 197 ofthe Act read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The details required as per Rule 5 (1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as "AnnexureD".

However pursuant to provision of section 136(1) of the Act this reportis being sent to the shareholders excluding the information required as per Rule 5 (2) and5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Any shareholder interested in obtaining the said information may write to the CompanySecretary at the registered office/ Corporate Office of the company and the saidinformation is open for inspection at the Registered office of the company.

21. HUMAN RESOURCES

Your Company considers Great Brand and Great People as its biggestasset. The Company is continued to organize various inbound and outbound trainingprograms recreation and team building activities to enhance employee skills andmotivation. Company also conducted various workshops and events for grooming and upgradingvocational skills of the talent pool in order to meet future talent requirements.

22. DEPOSITS

The company has not accepted any deposits from public except advancereceived from customers amounting to Rs. 54.09 Lakhs which is still outstanding formore than 365 days and thus falls under the definition of Deemed deposits from the publicas per 2 of Companies Acceptance of Deposit Rules 2014. Detailed information is disclosedin financial statements.

23. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act 2013 theprovisions related to Corporate Social Responsibility is not applicable to the company.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Company has squared off during the year the unsecured loansoutstanding as on 31st March 2020 given to 7 body corporates covered in the registermaintained under section 189 of the Companies Act 2013. The balance outstanding as at endof the year is NIL.

25. PREVENTION OF SEXUAL HARASSMENT POLICY

Considering gender equality the company has zero tolerance for sexualharassment at workplace. The Company has an Anti-Sexual Harassment Policy in line with therequirement of the Sexual Harassment of woman at workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redresscomplaint receive regarding sexual harassment. In Financial Year 2020-21 there were nocomplaints were received from any of the employee.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending as on end of the financial year - NIL

26. WHISTLE BLOWER/ VIGIL MECHANISM

The Company has established a Vigil Mechanism and adopted a whistleblower policy for its directors and employees to report concern about unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethicspolicy. The mechanism provides adequate safeguards against victimisation of persons whouse this mechanism. During the financial year 2020-21 no cases under this mechanism werereported to the company and /or to any of its subsidiaries / associates. Policy on whistleblower is available at https://www.lykis.in/ investors.

27. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI(Listing Obligations& Disclosure Requirements) Regulations 2015 forms an integralpart of this report. A certificate from Mr. Swapnil Pande Practicing Company Secretaryregarding compliance on conditions of corporate governance as stipulated in the ListingRegulations is also appended to the report on Corporate Governance.

28. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015 is presented in a separate section forming part of theAnnual Report.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNING AND OUTGO

A. Conservation of Energy:

The Company has initiated to take adequate measures for conservation ofenergy. The Company shall explore alternative source of energy as and when the necessityarises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving theproductivity and quality of its services and products.

C. Foreign Exchange Earnings and Outgo:

(Rs. in lakhs)

Particulars Current Year Previous Year
Foreign Exchange Outgo 254.12 393.70
Foreign Exchange earned 5107.49 7884.91

30. MATERIAL CHANGES AND COMMITMENTS

a) Sale of Tea Division of the Company on Slump Sale Basis

The Board of Directors at its Meeting held on June 10 2020 approvedthe Sale of Tea Division of the Company on slump sale basis subject to approval ofshareholders. The Shareholders pursuant to sections 108 110 of Companies Act 2013 readwith Rule 20 and Rule 22 respectively of the Companies (Management and Administration)Rules 2014 approved the same through Postal Ballot (Remote E-Voting) on July 19 2020with requisite majority. Subsequently the agreement for sale was duly executed..

b) AUTHORITY TO CHANGE THE REGISTERED OFFICE OF COMPANY FROM ONE STATETO ANOTHER STATE

The Board of Directors in its meeting held on June 25 2021 hadapproved the shifting of Registered office subject to shareholders approval for ease ofbusiness and in interest of the Company from existing 57B C.R. Avenue 1st FloorKolkata West Bengal- 700 012 to Grandeur Building 4th Floor Opp. Gundecha Symphonynear Country Club Andheri west Mumbai Maharashtra- 400 053.

c) CHANGE IN OBJECT CLAUSE OF THE COMPANY

The Company in addition to other services mentioned in MOA ispresently engaged in the business of production manufacturing distribution importexport trading contract manufacturing auction del credere agency and all otherbusiness and commercial activity of or related to pharmaceutical products food productscosmetic and fast moving consumer goods (FMCG) or any one or more of the activities. Inview of prevailing market conditions the Company intends to carry on the business inIndia and abroad of production manufacturing distribution dealing contractmanufacturing auctioning del credere agency trading including merchant trading importexport including import and export agents representatives contractors buying andselling agents brokers importers buyers sellers exporters and to buy sell orotherwise trade and deal in goods produce articles and merchandise of all types on awholesale cash and carry basis or otherwise including extra neutral alcohol machineryconstruction materials fish & fishery products. It also intends to carry on thebusiness of direct selling re-selling selling through local merchants importerexporter advertise for sale and to act as agents merchants traders contractorsrepresentatives distributors dealers stockiest and forwarders including freightforwarders in all kind and description of commodities on a wholesale cash and carry orotherwise including extra neutral alcohol machinery construction materials fish &fishery products. In order to enable the Company to undertake business as above it isproposed to amend the Main Object Clause of MOA of the Company. By virtue of section 13 ofthe Companies Act 2013 read with Rule 22 of the Companies (Management and Administration)Rule 2014; approval of members by way of special resolution is a prerequisite to amendthe objects clause of the Company and thus your approval is sought for the same.

d) VOLUNTARY DELISTING FROM CALCUTTA STOCK EXCHANGE

The Board in its meeting held on June 25 2021 had approved thevoluntary delisting of shares from Calcutta Stock Exchange (CSE). Pursuant to its noticedated February 17 2021 the CSE had intimated Companies with limited scrips been listedon the said exchange have a burden to make all the regulatory compliances within thestipulated time limit and bearing the listing fees every year. In the said letter CSE hadextended time limit of Amnesty Scheme till 31st March 2021 for suspended listed Companiesby complying with all the regulatory compliances for becoming active who are suspended forless than 7 years. The Company had applied for the said scheme and on applications andcomplying with the Calcutta Stock Exchange the Company has successfully revoked thesuspension. Further the Company is in process of listing the capital raised post 2012.Once the listing process is completed Company would be initiating the process ofdelisting its shares from the said exchange.

e) ADOPTION OF NEW SET OF THE MEMORANDUM OF ASSOCIATION

The Board of Directors in its meeting held on February 13 2021 andJune 25 2021 had approved the alteration of Object clause and Registered office Clause ofMemorandum of Association of Company subject to approval of Shareholders in the ensuingGeneral Meeting 2021 respectively. The Board in its meeting held on June 25 2021 hadapproved alongwith the above changes the adoption of the new set of MOA in line with theCompanies Act 2013 to align the existing MOA of the Company with Table A of the ScheduleI of the Act and in accordance with Section 4 and 13 of the Act.

f) CHANGE OF REGISTRAR AND TRANSFER AGENT OF THE COMPANY

The Company in its Board meeting held on February 13 2021 had approvedthe change in registrar and transfer agent of the Company intimating the stock exchangethat R&D Infotech Private Limited will continue to act as the RTA of the Company tillsuch time the process of changing RTA is completed including entering into tripartiteagreement with "Purva Share Registry (India) Pvt. Ltd." shifting of databaseand electronic connectivity to "Purva Share Registry (India) Pvt. Ltd." andreceipt of requisite confirmations from National Securities Depositories Limited andCentral Depository Services India Limited. The Company will separately notify theeffective date of change in Registrar and Share Transfer Agent. The change is still underprocess.

g) RECLASSIFICATION OF PROMOTERS

Open offer was made by Mr. Nadir Dhrolia to the shareholders of LykisLimited to acquire from them up to 6781305 equity shares of Rs.10/- each representing35% of the equity and voting share capital of Lykis @ Rs.20/- per fully paid-up equityshare making him the promoter of the Company. The Company has received the request datedOctober 29 2020 for reclassification of the shareholding from Promoter Category to PublicCategory under the provisions of the Regulation 31A of SEBI (Listing Obligation &Disclosure Requirements) Regulation 2015 from the shareholders Mr. Vijay Kedia & M/sKedia Securities Private Limited. The Board Meeting of the Company was conducted onNovember 14 2020 whereby the Board of Directors have approved the Re-classification ofshares held by Mr. Vijay Kedia (No of shares 1807911) & M/s Kedia Securities PrivateLimited (No of shares 126601). The said re-classification of promoters to public categorywas approved by the Shareholders through Postal Ballot of the Company held on February 222021. Further the Company has submitted the application for reclassification of promotersto Bombay Stock Exchange (BSE) on March 18 2021. The Company is yet to receive approvalform BSE regarding the same.

h) POSTAL BALLOT:

The postal ballot notices passed during the year are mentioned in theCorporate Governance Report which forms part of the Annual Report.

31. ACKNOWLEDGMENT

The Board of Director take this opportunity to thank all itsshareholders valued customer banks government and statutory authorities investor andstock exchange for their continued support to the company. Your Directors wishes to placeon record their deep sense of appreciation for the committed services by employees. YourDirectors acknowledge with gratitude the encouragement and support extended by our valuedshareholders and the Promoters of the Company.

For and on behalf of the Board of Directors

Nadir Dhrolia Shafeen Charania
Managing Director Non-Executive Director
Date: August 03 2021 03303675 07283015

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